In a significant development in the Indian cement industry, Shree Digvijay Cement Company Limited has completed a major ownership change. TrueNorth Fund VI LLP, the former promoter, has successfully sold 45.01% of the company's equity to India Resurgence Fund entities, marking the completion of the previously announced share purchase agreement.

Transaction Completion Details

TrueNorth Fund VI LLP has filed a shareholding disclosure under Regulation 30 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, confirming the completion of the stake sale. The transaction involved the sale of 66,725,311 equity shares representing 45.01% of Shree Digvijay Cement's share capital to India Resurgence Fund entities.

Shareholding Pattern Changes

Following the completion of this transaction, TrueNorth Fund VI LLP's shareholding in Shree Digvijay Cement has been significantly reduced. The fund's holding decreased from 80,825,928 shares (54.52%) to 14,100,617 shares (9.51%). As a result of this sale, TrueNorth Fund VI LLP will be reclassified as a public shareholder of the Target Company.

Share Purchase Agreement Background

The transaction stems from the original share purchase agreement dated September 4, 2025, which was subsequently amended on December 17, 2025. The amendment revised the price per share to ₹86.70 or a lower price as mutually agreed in writing. The fundamental structure of the deal remained unchanged, with the transaction being conducted at arm's length between non-related parties.

Strategic Distribution Agreement

Alongside the ownership change, Shree Digvijay Cement's board has approved a significant distribution agreement with Hi-Bond Cement (India) Private Limited. The company will gain exclusive 10-year cement distribution rights valued at approximately ₹600.00 crore annually, with a refundable deposit of up to ₹400.00 crore to Hi-Bond Cement. Additionally, Shree Digvijay Cement will gain the right to nominate one director on Hi-Bond Cement's board.

Market Impact and Outlook

The completion of this transaction marks India Resurgence Fund's acquisition of control over Shree Digvijay Cement, leading to board reconstitution and reclassification of India Resurgence Fund entities as promoters. The partnership with Hi-Bond Cement through the distribution agreement could potentially enhance Shree Digvijay's market presence and distribution capabilities. This deal represents a significant shift in the ownership and strategic direction of Shree Digvijay Cement, with stakeholders monitoring how these developments will impact market strategies and competitive positioning in the cement sector.

Shree Digvijay Cement Company Limited has announced significant board changes following the completion of a major stake acquisition by India Resurgence Fund entities. The changes were approved during a board meeting held on December 18, 2025, from 5:00 PM to 5:35 PM.

Stake Acquisition Details

The India Resurgence Fund entities, comprising India Resurgence Fund-Scheme 1, India Resurgence Fund 2-Scheme 2, and India Resurgence Fund 2-Scheme 4, have successfully completed the acquisition of equity shares from True North Fund VI LLP. The acquisition details are as follows:

The share purchase agreement was initially executed on September 4, 2025, subject to applicable statutory and regulatory approvals.

Board Changes

Director Resignation

Mr. Pramod Kabra (DIN: 02252403), Non-Executive Non-Independent Director, has tendered his resignation from the board with effect from the close of business hours on December 18, 2025. His resignation was necessitated by True North Fund VI LLP ceasing to be a majority shareholder in the company, as he served as their nominee director.

New Director Appointment

Based on recommendations from the Nomination and Remuneration Committee, the board has approved the appointment of Mr. Shitij Kale (DIN: 08593079) as Additional Director (Non-Executive Non-Independent Director). He will serve as the nominee director representing the India Resurgence Fund entities.

Professional Background of New Director

Mr. Shitij Kale brings over two decades of experience in investments, encompassing both buy-side and sell-side roles. His professional background includes:

• Previous Role: Head of M&A for transportation and consumer verticals at Adani Group, overseeing transactions across ports, airports, logistics, roads, city gas distribution, FMCG, and consumer technology
• Banking Experience: Led Infrastructure and Energy Investment Banking practice at Citigroup India, advising on strategic M&A and capital-raising transactions
• Corporate Credit: Worked in corporate credit at DCB Bank
• Board Experience: Served on boards of several companies

Educational Qualifications:

• Master's degree in Business Administration (Finance)
• CFA (India) charter holder
• Chemical Engineer

Regulatory Compliance

The company has confirmed that the board composition continues to comply with requirements prescribed under the Companies Act, 2013 and listing regulations. The board committees have been re-constituted with effect from December 18, 2025, to reflect the directorial changes.

The company has also confirmed that Mr. Shitij Kale is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority, in accordance with the circular dated June 20, 2018, issued by the stock exchanges.