Saurashtra Cement Ltd

Indirect voting-rights disclosure

• Indirect voting-rights acquisition in Saurashtra Cement by Mehta Family Trust via Omna Enterprises LLP.
• Acquisition pursuant to SEBI exemption order dated 14 July 2026 (WTM/KCV/CFD/06/2026-27).
• Omna holds 10,522,431 equity shares (9.46% voting rights) in the target.
• Indirect beneficial interest consolidated in Mehta; no change to aggregate promoter/public shareholding.
• Mehta continues to hold 100 equity shares directly in the target.
• Acquisition period noted as Sept 24, 2026 to Sept 29, 2026.
• Regulatory filing under Regulation 7(2) of SEBI PIT disclosed.

Indirect acquisition via Omna reorganization under SEBI exemption

• Mehta Family Trust discloses indirect acquisition of voting rights in Saurashtra Cement.
• Arises from 50.04% profit-sharing in Omna Enterprises LLP on Sep 24, 2026.
• Indirect voting rights equal Omna's equity shares in Saurashtra Cement, totaling 9.46%.
• SEBI exemption order dated July 14, 2026 facilitated the transaction.
• No change in issued share capital, public shareholding, promoter shareholding, or control.
• Acquisition is part of internal Mehta family reorganization.
• Omna's existing 1,05,22,431 equity shares (9.46%) remain registered to Omna.
• Mehta Family Trust holds indirect beneficial interest in those shares.
• Total equity/voting capital remains INR 111,28,72,800 across 11,12,87,280 shares.

Indirect acquisition in Saurashtra Cement via Mehta Family Trust

• Indirect acquisition of 9.46% voting rights in Saurashtra Cement via Omna Enterprises LLP.
• Acquisition of 50.04% voting rights in Omna completed on 24 September 2026.
• Internal reorganization under SEBI exemption order dated 14 July 2026 (ref WTM/KCV/CFD/06/2026-27).
• No change to issued share capital, public shareholding, or aggregate promoter holding.
• Post-acquisition, Mehta Family Trust holds indirect 9.46% via Omna; Omna retains 9.46% directly.
• Target equity capital remains INR 1,11,28,72,800; 11,12,87,280 shares of INR 10.
• Total voting capital remains unchanged; promoter group and public shareholding unaffected.
• Acquirer promoter status: Mehta Family Trust; PAN AAGTMO0862N.
• Acquisition date: 24 September 2026; disclosure date: 29 September 2026.
• No change in control or management of Saurashtra Cement.

Instruments and Ratings

• Term loan (Long-term, fund-based): Rs 31.95 cr; BBB- (Stable).
• Non-fund-based facilities (Long-term): Rs 340 cr; BBB- (Stable).
• Cash credit (Long-term fund-based): Rs 20 cr; BBB- (Stable).
• Unallocated (Long-term): Rs 12.05 cr; BBB- (Stable).
• Total facilities: Rs 404 cr; BBB- (Stable) reaffirmed.

Agency and Regulation

• Rating agency: ICRA Limited; reaffirmed BBB- (Stable).
• Regulator: Reserve Bank of India (RBI).

Outlook and Surveillance

• Outlook: Stable; ratings under surveillance for one year.
• Surveillance due within one year from rating communication.
• Rationale not disclosed in this communication.

Saurashtra Cement Limited — Trading Window closed from October 1, 2026; will re-open 48 hours after the declaration of UnAudited Financial Results for the second quarter and six months ended September 30, 2026.

Regulatory outcome

• SEBI grants exemption to Mehta Family Trust from open offer under SAST for indirect acquisition.

Indirect holdings

• Galaxy holds 1,62,15,400 equity shares (14.57%), voting rights; Omna holds 1,05,22,431 shares (9.46%).

Promoter/public stake

• Promoter group holds 66.62% (7,41,40,412 shares); public holds 33.38% (3,71,46,868 shares).

Voting rights structure

• Acquirer Trust will indirectly hold 24.04% voting rights (Galaxy 14.57%, Omna 9.46%).

Galaxy transfer

• Transfer of 49.99% of Galaxy to Acquirer Trust.

Omna profit-sharing transfer

• Transfer of 50.04% of Omna's profit sharing rights to Acquirer Trust.

Exemption term

• Exemption from open offer under SAST granted for one year.

Reporting obligation

• Acquirer must file SEBI report within 21 days of completion; comply with Master Circular conditions.

Control and public stake unchanged

• No change in control; promoter and public shareholding remain unchanged.

Timeline and order

• Application filed Jan 19, 2026; SEBI order dated July 14, 2026.

Disclosure details

• Regulatory disclosure under Reg 7(2) concerns indirect acquisition by Mehta Family Trust via Galaxy.
• Acquired 1,62,15,400 equity shares representing 14.57% voting rights.
• The acquisition is an inter se transfer within the promoter group under SEBI order dated 14 July 2026.
• SEBI order reference is WTM/KCV/CFD/06/2026-27.
• Galaxy continues to hold 1,62,15,400 equity shares (14.57%).
• Mehta Family Trust holds 100 direct equity shares in the target.
• There is no change in total share capital or promoter/public shareholding.
• Indirect beneficial interest consolidated in favour of Mehta Family Trust; no change in aggregate voting rights.
• Filing date: 24-09-2026; disclosures submitted to BSE/NSE.

Acquisition details

• Indirect voting rights in Saurashtra Cement via Mehta Family Trust under SEBI SAST Regulation 29(2).
• Acquired 2,49,999 Galaxy shares representing 49.99% of Galaxy's equity capital on Sept 22, 2026.
• Galaxy holds 1,62,15,400 Target shares, 14.57% of Target's equity and voting rights; indirect control via Mehta Family Trust.
• SEBI Exemption Order dated July 14, 2026 (reference WTM/KCV/CFD/06/2026-27) permits the arrangement.
• No change in Target's issued share capital, public shareholding, promoter/promoter group, or control.
• Galaxy remains holder of 1,62,15,400 Target shares; Mehta Family Trust holds indirect beneficial voting rights.
• Equity capital before and after remains INR 1,11,28,72,800 with 11,12,87,280 shares.
• Acquisition is via internal reorganization within Mehta family; no change in control.
• Regulatory filing submitted to exchanges; disclosure per Regulation 29(2) SEBI SAST.

Indirect acquisition details

• Mehta Family Trust acquired 2,49,999 Galaxy equity shares, representing 49.99% of Galaxy.
• Indirect voting rights in Saurashtra Cement Limited amount to 14.57%.
• Acquisition is via internal reorganization under SEBI exemption order dated July 14, 2026.
• No change in Target's issued capital, promoter group, or public shareholding.
• Galaxy continues to hold 14.57% of Target; indirect rights are consolidated in Mehta Family Trust.
• Total equity capital after acquisition remains INR 1,11,28,72,800.
• Acquirer continues to hold 100 direct equity shares in Target.

Key details

• Indirect acquisition results in 14.57% voting rights in Saurashtra Cement via Galaxy.
• Acquirer purchased 2,49,999 Galaxy equity shares representing 49.99% on Sep 22, 2026.
• Acquisition is part of internal reorganization under SEBI exemption order dated July 14, 2026.
• No change in issued share capital, promoter group, or control of Saurashtra Cement.
• Galaxy holds 1,62,15,400 equity shares (14.57%) in the Target; voting rights consolidated in Mehta Family Trust.