Shree Digvijay Cement Company Limited has announced a series of significant transactions that could reshape the company's ownership structure and business operations. The cement manufacturer's board has approved key agreements that include a major stake sale and new distribution arrangements.

Stake Sale Transaction

True North Fund VI LLP, the current promoter of Shree Digvijay Cement Company, has entered into a Share Purchase Agreement (SPA) with India Resurgence Fund (IRF) entities. The agreement involves the sale of up to 7,42,71,009 equity shares, representing 50.10% of the company, to IRF entities. This transaction is subject to regulatory approvals, including clearance from the Competition Commission of India.

Mandatory Open Offer

As a result of this substantial acquisition, the IRF entities will be required to make a mandatory tender offer to the public shareholders of Shree Digvijay Cement Company. This open offer will be made in accordance with SEBI regulations governing substantial acquisitions of shares and takeovers.

Distribution Agreement with Hi-Bond Cement

In a parallel development, Shree Digvijay Cement Company has entered into a brand usage, supply, and distributorship agreement with Hi-Bond Cement (India) Private Limited. This agreement grants Shree Digvijay Cement Company exclusive long-term distribution rights for cement products manufactured by Hi-Bond Cement. The deal is valued at approximately INR 600.00 crore per annum, based on Hi-Bond Cement's annual turnover of INR 670.00 crore for the financial year ending March 31, 2024.

Key terms of the distribution agreement include:

• A 10-year exclusive distribution period
• A refundable deposit of up to INR 400.00 crore to be provided by Shree Digvijay Cement Company to Hi-Bond Cement
• The right for Shree Digvijay Cement Company to nominate one non-retiring executive director on Hi-Bond Cement's board

Options Agreement

Shree Digvijay Cement Company has also entered into an options agreement with Hi-Bond Cement's shareholders. This agreement provides Shree Digvijay Cement Company with a call option to purchase 100% of Hi-Bond Cement's equity shares within eight years from the effective date of the agreement.

Company Agreement with IRF Entities

To govern the inter-se rights and obligations related to these transactions, Shree Digvijay Cement Company has executed a Company Agreement with the IRF entities. This agreement outlines the procedures for obtaining regulatory approvals and the subsequent changes in the company's management structure.

Impact on Management and Control

Upon completion of these transactions:

• The IRF entities will acquire control of Shree Digvijay Cement Company
• True North Fund VI LLP will be reclassified as a public shareholder
• The board of Shree Digvijay Cement Company will be reconstituted, with IRF entities appointing one nominee director
• IRF entities will be classified as 'promoters' of Shree Digvijay Cement Company

These strategic moves signify a major shift in Shree Digvijay Cement Company's corporate structure and business strategy. The transactions are expected to have far-reaching implications for the company's market position and operational capabilities in the cement industry.

Investors and industry observers will be closely watching the implementation of these agreements and their impact on Shree Digvijay Cement Company's future performance and market standing.

Shree Digvijay Cement Company Limited is making significant moves in the cement industry, as revealed in a recent disclosure to the stock exchanges. The company is in discussions with Hi-Bond Cement (India) Private Limited to forge a long-term strategic alliance that could reshape its market presence.

Potential Exclusive Distribution Rights

The cement manufacturer is proposing to acquire exclusive distribution rights for products manufactured by Hi-Bond Cement. This move could potentially expand Shree Digvijay Cement's product portfolio and market reach, leveraging Hi-Bond's manufacturing capabilities.

Strategic Opportunities Under Exploration

Beyond the distribution rights, Shree Digvijay Cement is also exploring other strategic opportunities with Hi-Bond. While specific details of these opportunities remain undisclosed, this broad approach suggests a comprehensive partnership that could yield synergies across various business aspects.

Pending Board Approval

The proposed alliance is subject to approval by Shree Digvijay Cement's board of directors. The company has scheduled a board meeting for September 4, 2025, to consider and potentially approve the proposal along with any related transaction documents.

Regulatory Compliance

In adherence to regulatory requirements, Shree Digvijay Cement has made this disclosure under Regulation 30, read with Para C of Part A of Schedule III, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This strategic move by Shree Digvijay Cement comes at a time when the cement industry is seeing increased consolidation and strategic partnerships. The outcome of the board meeting and the potential alliance with Hi-Bond Cement could significantly impact the company's future growth trajectory and market position.