Sagar Cements Limited has officially announced a comprehensive offer for sale (OFS) of equity shares in Andhra Cements Limited, marking a significant divestment move to achieve minimum public shareholding requirements. The announcement follows regulatory approvals and outlines detailed trading mechanisms across BSE and NSE platforms.

OFS Structure and Key Details

The offer involves the sale of up to 75,00,000 equity shares of Andhra Cements Limited, representing 8.14% of the company's total paid-up equity share capital. The shares carry a face value of ₹10.00 each and will be offered at a floor price of ₹72.00 per equity share.

Trading Schedule and Investor Categories

The OFS follows a structured two-day timeline designed to accommodate different investor segments with specific access periods and settlement mechanisms.

January 09, 2026 (T Day): Non-retail investors will have exclusive access to place bids from 9:15 a.m. to 3:30 p.m. These investors may indicate their willingness to carry forward unallotted bids to the following day.

January 12, 2026 (T+1 Day): Retail investors can place fresh bids, while non-retail investors who opted to carry forward their unallotted bids may revise their positions during the same trading hours.

Allocation Methodology and Reservations

The allocation system incorporates specific provisions to ensure fair distribution across investor segments. A minimum 25% of offer shares are reserved for mutual funds and insurance companies, while retail investors have a minimum 10% reservation.

Retail investors are defined as individual investors placing bids for shares with a total value not exceeding ₹200,000 aggregated across stock exchanges. These investors have the option to bid at any price above the floor price or at a "Cut-Off Price" determined by the lowest price at which shares are sold in the non-retail category.

Regulatory Compliance and Shareholding Impact

The offer for sale serves as a mechanism to achieve minimum public shareholding requirements as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, and Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As of January 08, 2026, the aggregate promoter shareholding stands at 90% of the total paid-up equity share capital. Post completion of the proposed sale, the aggregate promoter shareholding in the company would be reduced to 81.86% of the total paid-up equity share capital.

Settlement and Trading Conditions

Settlement will occur on a trade-for-trade basis with different timelines based on investor categories and payment methods. Non-institutional investors must deposit 100% of bid value upfront, while institutional investors have options for both upfront and non-upfront payment mechanisms.

The OFS includes comprehensive provisions for international investors, with specific restrictions for US persons and compliance requirements for various jurisdictions. Multiple orders from single bidders are permitted, subject to prescribed conditions, and the offer may be cancelled if sufficient demand is not received at or above the floor price.

Recent Financial Performance Context

The stake sale comes amid mixed operating performance for Sagar Cements. In the September quarter, the company reported a net loss of ₹42.17 crore, narrower than the ₹55.77 crore loss recorded a year earlier. Revenue rose 27% year-on-year to ₹601.80 crore, while EBITDA more than doubled to ₹51.28 crore.

The OFS announcement follows comprehensive SEBI guidelines and includes detailed provisions for modification and cancellation of orders during trading hours, with specific timelines for different investor categories.

Sagar Cements Limited has filed an official disclosure with stock exchanges regarding the pledge of shares by its promoters as security for ₹50.00 crore worth of secured unrated unlisted redeemable non-convertible debentures (NCDs) issued by RV Consulting Services Private Limited. The disclosure was made under Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Regulatory Filing Details

The company submitted the disclosure to both National Stock Exchange of India Limited and BSE Limited on December 16, 2025, confirming that promoters Mr. Sreekanth Reddy Sammidi and RV Consulting Services Private Limited have pledged shares as security for debt availed by the promoter group company. Additionally, subsidiary Andhra Cements Limited filed a separate disclosure on December 17, 2025, acknowledging the control restrictions arising from the debenture arrangement.

Promoter Encumbrance Structure

The disclosure reveals that both key promoter entities have extended their existing encumbrance arrangements rather than pledging additional shares. The arrangement maintains substantial security coverage for the debenture obligations.

RV Consulting Services Private Limited Holdings

Mr. Sreekanth Reddy Sammidi Holdings

Control Restrictions and Compliance Framework

The debenture trust deed dated December 9, 2025 includes specific restrictions requiring that there be no change of control of Sagar Cements Limited without consent of the debenture trustee. Any such change without trustee consent would trigger an event of default under the debenture trust deed. Additionally, Mrs. Aruna Sammidi has confirmed compliance with these control restrictions as part of the promoter group.

Key Compliance Metrics

Historical Encumbrance Timeline

The current pledge represents part of an extensive series of encumbrance events spanning multiple transactions. Both promoter entities have established comprehensive existing encumbrance arrangements with various financial institutions.

The borrowed amount is designated for personal use by promoters and persons acting in concert, specifically RV Consulting Services Private Limited and Mr. Sreekanth Reddy Sammidi as members of the promoter group. The arrangement ensures institutional oversight through existing agreements with PI Opportunities Fund-I Scheme II and AVH Resources India Private Limited, requiring prior approval for share transfers above 5% of respective total holdings.