Shiva Cement Ltd

Shiva Cement Limited - Trading Window closed from 1 October 2026 till 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026

Overview

• Amalgamation of the transferor into the transferee; reserves reorganized.

Rationale

• Synergies from combining similar and complementary businesses.
• Backward integration of clinker production to reduce external procurement and costs.
• Financial synergies and easier funding within a single group.
• Enhanced shareholder value from a larger, more liquid traded base.
• Simplified structure reduces regulatory and administrative costs.

Key Terms

• Nature: Amalgamation with reserve reorganization.
• Share exchange: 5 new JCL shares for every 41 SCL shares.
• Related party: transferor is subsidiary; arm's-length terms supported by independent banker.
• Approvals: subject to shareholder and Mumbai NCLT approvals.
• Post-transaction: transferor ceases to exist; new transferee shares issued to transferor holders.
• No cash consideration; exchange-based settlement.
• Cancellation of 1% preferred shares held by transferee.

Financial Impact

• Share exchange ratio defined; no cash consideration.
• Pre- and post-arrangement promoter/public holdings updated for the transferee.
• Transferor to cease to exist post-approval.
• Cancellation of all 1% preference shares held by transferee.
• Amalgamation adjustment deficit becomes nil; SPA balance ~ INR 4,335.67 crore.

Stakeholders

• Shareholders of transferor automatically become transferee shareholders; broader liquidity.
• Consolidation reduces duplicative compliance across listed entities.
• Operational integration creates unified cement platform and efficiency gains.

Status & Next Steps

• Board approved the scheme, subject to shareholder and NCLT approvals.
• Scheme filing with stock exchanges to follow.
• Await final approvals before effectiveness and implementation.

Key development

• Modified Environmental Clearance and Consent to Operate received for Khatkurbahal North block.

Resource details

• Dolomite block total resource 89.09 million tonnes, 48.27 million mineable.

Commercial impact

• Revenue from dolomite to commence; strengthens raw material security within JSW ecosystem.

Management comment

• CEO notes value unlock and new revenue stream from expanded scope.

FY26 operational update

• FY26: commissioned 1.0 MTPA cement grinding unit at Sambalpur via Bhushan Power and Steel.

Operational footprint

• Clinker facility near Odisha, Jharkhand and Chhattisgarh; expands JSW Group footprint.

Financial results

• Board approved unaudited standalone financial results for quarter ended 30 June 2026.
• Revenue from operations: 15,149.42 lakh; total income: 15,255.52 lakh for the quarter.
• Net loss for the quarter: 12,134.78 lakh; basic/diluted EPS: (0.72).
• Loss before tax: 12,645.73 lakh; total expenses: 17,901.25 lakh.
• Accumulated losses as of 30 June 2026 amount to 59,979.91 lakh.
• Going concern basis; projections rely on grinding unit and CTO-driven operations.
• Deferred tax assets reversed by 128.78 lakh; recognition aligned to projections.
• Exceptional items: Labour Code impact on employee benefits of 18.72 lakh.
• Segment: single reportable cement manufacturing segment.
• Quarter results prepared under Ind AS; reviewed by Audit Committee and Board.

Auditor report and going concern

• Independent auditors Shah Gupta & Co. concluded no material misstatement in results.
• Auditor note: going concern as per Note 5; opinion not qualified.
• Auditor report date: 27 July 2026.

Board actions and disclosures

• No dividends, buybacks, or capital-raising actions disclosed.
• Board meeting held on 27 July 2026 to approve results.
• Results to be available on the company website.

AGM Details

• AGM held 17 July 2026 at 3:00 PM via VC/OAVM; concluded 4:37 PM.
• Remote e-voting from 14 to 16 July 2026; Scrutinizer appointed.
• Chairman for AGM: Jagdish Toshniwal, NED.
• Total shareholders on record: 56,088.

Resolutions and outcomes

• Resolution 1: Adoption of Audited Financial Statements — passed; in-favour ~99.999% of votes polled.
• Resolution 2: Re-appointment of Shouvik Chakraborty — passed; in-favour ~99.997%.
• Resolution 3: Remuneration to Kishore Bhatia & Associates for FY2027 — passed; in-favour ~99.997%.
• Overall turnout ~66.36%; all resolutions passed with strong in-favour margins.

Director changes

• Shouvik Chakraborty appointed for re-appointment as director (retiring by rotation).

Dematerialisation status

• Details of dematerialised/rematerialised securities during the period have been furnished to all stock exchanges where listed.