Nuvoco Vistas Corporation Limited , a prominent player in the Indian cement industry, has made a strategic move to enhance its power generation capabilities. The company has signed a Securities Purchase Agreement to acquire 100% of the securities of Algebra Endeavour Private Limited from JSW Cement Limited and Alpha Alternatives Holdings Private Limited.

Key Details of the Acquisition

• Acquisition Target: Algebra Endeavour Private Limited
• Total Consideration: Up to INR 200 crores
• Payment Method: Cash
• Shareholding Acquired: 100%

Strategic Rationale

The primary objective behind this acquisition is to gain access to power plants located in Kutch and Surat through Vadraj Energy (Gujarat) Limited, a wholly-owned subsidiary of Algebra Endeavour. These facilities will be utilized by Nuvoco Vistas for captive power consumption, potentially leading to improved operational efficiency and cost management.

Financial Breakdown

The total consideration of up to INR 200 crores is divided as follows:

Transaction Timeline

According to the company's disclosure, the transaction is expected to be closed within 10 days from the date of completion of all conditions precedent outlined in the Securities Purchase Agreement.

About Algebra Endeavour

• Incorporation Date: November 10, 2020
• Business Activities: Providing advisory services and investment activities
• Recent Financial Performance: The turnover for Algebra Endeavour has been reported as nil for the last three years

Regulatory Compliance

Nuvoco Vistas has made this disclosure in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has stated that no governmental or regulatory approvals are required for this acquisition.

This strategic acquisition aligns with Nuvoco Vistas' efforts to optimize its operations and potentially reduce power costs, which could contribute to improved profitability in the long term.

Nuvoco Vistas Corporation Limited has taken a significant step in strengthening its financial position by executing subscription and option agreements for its wholly-owned subsidiary, Vadraj Cement Limited. The agreements, signed on November 14, 2025, pave the way for Vadraj Cement to issue Series A compulsory convertible debentures (CCDs) worth up to Rs 600.00 crores to investors.

Key Details of the Agreement

The debenture deal includes several noteworthy features:

1. Call and Put Options: The agreements incorporate call and put options with a 10.25% Internal Rate of Return (IRR) over a period of 5-6 years.
2. Put Option Provider: Nirma Limited, a promoter group company of Nuvoco Vistas, will serve as the put option provider.
3. Utilization of Proceeds: The funds raised through this issuance will be primarily used to repay financial assistance previously provided to Vadraj Cement.

Structure of the Deal

The transaction is structured through two main agreements:

1. Securities Subscription and Debenture Trustee Agreement (Subscription Agreement):

   • Parties: Nuvoco Vistas, Vadraj Cement, and the Debenture Trustee (acting for the Investors)
   • Purpose: To facilitate the issuance of Series A CCDs by Vadraj to the Investors and define the roles of all parties involved

2. Option Agreement:

   • Parties: Nuvoco Vistas, Vadraj Cement, the Debenture Trustee, and Nirma Limited
   • Purpose: To establish Nuvoco Vistas as the call option holder and Nirma as the put option provider

Financial Implications

The deal carries significant financial implications:

• Issue Size: Up to Rs 600.00 crores in Series A CCDs
• Return Rate: 10.25% IRR for investors
• Tenure: 5 to 6 years, depending on the specific series of CCDs

Corporate Governance Aspects

The agreements include several provisions to ensure proper corporate governance:

• Nuvoco Vistas, Nirma, and/or their affiliates are required to maintain at least 51% of Vadraj's fully diluted share capital, with certain exceptions.
• The investors face limited transfer restrictions on their securities.
• In specific situations, investors have a drag right against Nuvoco Vistas, allowing them to require the company to sell Vadraj shares to meet any shortfall in their fixed return.

Conclusion

This strategic financial move by Nuvoco Vistas demonstrates the company's commitment to optimizing its capital structure and supporting its subsidiaries. By leveraging the strength of its promoter group and attracting external investment, Nuvoco Vistas is positioning Vadraj Cement for potential growth while managing its financial obligations effectively.

As the cement industry continues to evolve, such financial maneuvers may play a crucial role in maintaining competitiveness and funding future expansions. Investors and market watchers will likely keep a close eye on how this infusion of funds impacts Vadraj Cement's operations and Nuvoco Vistas' overall financial health in the coming years.