Sagar cements Limited has announced a significant corporate development with its Board of Directors granting in-principle approval for the proposed merger of subsidiary company Andhra Cements Limited. The decision was formalized during a board meeting conducted on 30th March, 2026.

Board Resolution Details

The company disclosed this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, emphasizing the preliminary nature of the approval. The merger proposal involves the consolidation of Andhra Cements Limited, one of Sagar Cements' subsidiary companies, with the parent entity.

Regulatory Compliance Requirements

The merger remains contingent upon obtaining necessary approvals from various regulatory bodies and concerned authorities. This standard requirement ensures compliance with applicable laws and regulations governing corporate mergers and acquisitions in India.

Key regulatory considerations include:

• Approval from stock exchanges (NSE and BSE)
• Clearance from relevant government authorities
• Compliance with competition law requirements
• Shareholder approval processes

Strategic Implications

This proposed merger represents a strategic consolidation move within Sagar Cements' corporate structure. The integration of Andhra Cements Limited could potentially streamline operations, optimize resource allocation, and enhance operational efficiency across the combined entity.

The company operates multiple manufacturing facilities across Telangana, Andhra Pradesh, and Odisha, maintaining certifications for ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, and ISO 50001:2018 standards.

Next Steps

Sagar Cements will now proceed with the regulatory approval process, working closely with legal and financial advisors to ensure compliance with all applicable requirements. The timeline for completion will depend on the efficiency of the approval process from various regulatory authorities.

The company has communicated this development to both NSE and BSE, fulfilling its disclosure obligations under current listing regulations.

Sagar cements Limited's promoter group member Sreekanth Reddy Sammidi has pledged 19 lakh equity shares as security for non-convertible debentures worth Rs.200.00 crores. The Joint Managing Director made this disclosure under SEBI regulations on 26th March 2026, highlighting significant financial arrangements within the promoter group.

Pledge Details and Regulatory Compliance

The share pledge was created on 24th March 2026 in favor of Catalyst Trusteeship Limited, acting as debenture trustee for unlisted, secured, redeemable non-convertible debentures issued by R V Consulting Services Private Limited. This arrangement provides security coverage for the Rs.200.00 crores NCD issuance, with the pledged shares valued at Rs.28.50 crores on the event date.

Promoter Holdings and Encumbrance Structure

Sreekanth Reddy Sammidi holds 69,92,681 shares representing 5.35% of Sagar Cements' total share capital. Following this latest pledge, his total encumbered shareholding stands at 66,43,046 shares, accounting for 5.08% of the company's equity. The promoter group collectively holds 63,168,186 shares, representing 48.33% of total share capital.

Multiple Encumbrance Events and Debt Instruments

This represents the fifth encumbrance event for Sreekanth Reddy Sammidi's shareholding. Previous pledges include arrangements dating back to 29th January 2024 with PI Opportunities Fund and subsequent NCD-related pledges throughout 2024-2025. The debentures carry ISIN codes INE1DUV07013 and INE1DUV07021, though they remain unlisted and unrated.

The disclosure indicates that encumbered shares represent 80.80% of total promoter shareholding, exceeding both the 50% promoter threshold and 20% of total share capital, triggering mandatory SEBI disclosure requirements. The arrangement includes restrictions on change of control without debenture trustee consent, which constitutes an additional encumbrance under SEBI regulations.

Purpose and Regulatory Framework

The borrowed amount through NCD issuance is designated for personal use by promoters and persons acting in concert, specifically R V Consulting Services Private Limited and Sreekanth Reddy Sammidi. The debenture trust deed dated 31st December 2024 and 9th December 2025 governs the security arrangement, with any unauthorized change of control triggering default events.

This disclosure ensures compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, maintaining transparency in promoter group financial arrangements and their impact on listed company shareholding patterns.