Catalyst Trusteeship Limited has disclosed the creation of pledge over additional equity shares of sagar cements under SEBI's substantial acquisition regulations. The transaction involves pledging 34,00,000 shares to secure debenture obligations, marking a significant corporate development for the cement manufacturer.

Pledge Transaction Details

The disclosure, made on March 26, 2026, pertains to the creation of pledge over equity shares completed on March 24, 2026. The shares were pledged in favor of Catalyst Trusteeship Limited to secure debenture issues by R V Consulting Services Private Limited.

Debenture Security Structure

The pledged shares serve as security for a substantial debenture issue comprising two tranches. The first tranche consists of 1,700 senior, secured, unlisted, unrated, redeemable and non-convertible debentures with a face value of INR 10,00,000 each. The second tranche includes 500 debentures with a face value of INR 50,00,00,000 each, aggregating to a total value of INR 170,00,00,000.

Updated Shareholding Position

Following this transaction, Catalyst Trusteeship Limited's total encumbered shareholding in Sagar Cements Limited has increased significantly. The trustee now holds pledged shares representing a substantial portion of the company's equity capital.

Company Capital Structure

Sagar Cements Limited maintains a stable equity capital structure with 13,07,07,548 equity shares having a face value of Rs. 2.00 each. The total equity share capital stands at Rs. 26,14,15,096, remaining unchanged following this pledge transaction. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited.

Regulatory Compliance

The disclosure was made pursuant to Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Catalyst Trusteeship Limited, acting as debenture trustee, does not belong to the promoter or promoter group of Sagar Cements Limited. The transaction represents a standard corporate financing arrangement where equity shares serve as collateral security for debenture obligations.

Sagar Cements Limited has successfully completed the offer for sale (OFS) of equity shares in its subsidiary Andhra Cements Limited, achieving compliance with minimum public shareholding requirements. The company sold 66,76,843 equity shares representing 7.24% of Andhra Cements' total issued and paid-up equity share capital through the stock exchange mechanism.

OFS Completion and Shareholding Impact

The OFS, which opened on March 17, 2026 and closed on March 18, 2026, resulted in a significant reduction in Sagar Cements' promoter holding in Andhra Cements Limited. Following the successful completion of the share sale, the promoter shareholding has decreased from 82.24% to 75% of the paid-up equity share capital.

Regulatory Compliance Achievement

With this transaction, Andhra Cements Limited has successfully met the minimum public shareholding requirements of 25% as mandated under Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company completed this compliance within the stipulated time period.

The OFS was conducted in accordance with SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3, 2023, ensuring adherence to regulatory guidelines for achieving minimum public shareholding through the stock exchange mechanism.

Transaction Structure and Execution

The original OFS structure included a floor price of ₹52 per equity share and was conducted over two trading days through designated windows on both BSE Limited and National Stock Exchange of India Limited. The offer followed a structured allocation approach with separate categories for retail and non-retail investors.

Corporate Communication

Company Secretary and Compliance Officer J. Raja Reddy communicated the successful completion of the OFS to both BSE Limited and National Stock Exchange of India Limited on March 19, 2026. The formal disclosure was made under Regulation 30 of SEBI LODR Regulations, confirming the achievement of minimum public shareholding requirements and requesting the exchanges to take the information on record.