SHREDIGCEM - Sh. Digvijay Cem
📢 Recent Corporate Announcements
Shree Digvijay Cement Co. Ltd has announced the successful passage of an ordinary resolution to appoint Mr. Shitij Ramesh Kale as a Non-Executive & Non-Independent Director. The resolution received overwhelming support, with 99.87% of the 94.89 million votes cast in favor. The voting process, conducted via postal ballot and e-voting, saw a total turnout of approximately 64.18% of the company's share capital. The promoter group, which holds a significant stake, voted unanimously in favor of the appointment.
- Ordinary resolution for the appointment of Mr. Shitij Ramesh Kale as Director was passed with 99.87% favor.
- A total of 94,774,558 votes were cast in favor, while only 125,438 votes (0.13%) were against.
- Total voting participation stood at 64.18% of the total 147,869,278 outstanding shares.
- The promoter group exercised 100% of its 80,131,631 votes in favor of the resolution.
- The voting process was conducted through remote e-voting between February 13 and March 14, 2026.
Shree Digvijay Cement has executed facility agreements with ICICI Bank and Axis Bank for term loans totaling INR 488 crores. A significant portion of this, INR 400 crores, is dedicated to a refundable security deposit for an exclusive long-term distribution agreement with Hi-Bond Cement. The remaining INR 132 crores will be used to refinance the company's new Cement Mill. This financing follows the previously obtained CCI approval and marks a major step in the company's strategic expansion and supply chain integration.
- Total term loan facilities of INR 488 crores secured from Axis Bank and ICICI Bank (INR 244 crores each).
- INR 400 crore allocated for a refundable security deposit to Hi-Bond Cement for exclusive brand usage and distribution.
- INR 132 crore earmarked for refinancing the company's new Cement Mill project.
- Company to contribute INR 44 crores from internal cash flows towards the Hi-Bond security deposit.
- The move operationalizes a strategic long-term supply agreement previously approved by the CCI.
Shree Digvijay Cement has initiated a postal ballot process to seek shareholder approval for the appointment of Mr. Shitij Ramesh Kale as a Non-Executive & Non-Independent Director. The appointment follows his initial induction as an Additional Director on December 18, 2025. Shareholders eligible as of the February 6, 2026 cut-off date can participate in the electronic voting process. The voting window is open for 30 days, with final results expected to be announced by March 16, 2026.
- Ordinary resolution proposed for the appointment of Mr. Shitij Ramesh Kale (DIN: 08593079) as a Non-Executive Director.
- Cut-off date for determining voting eligibility is fixed as February 6, 2026.
- Remote e-voting period is scheduled from February 13, 2026, to March 14, 2026.
- Results of the postal ballot and the Scrutinizer's report will be declared by March 16, 2026.
Shree Digvijay Cement reported a consolidated net loss of ₹6.98 crore for the quarter ended December 31, 2025, compared to a loss of ₹4.84 crore in the same period last year. Revenue from operations stood at ₹183.33 crore, showing a sequential growth of 13.6% but a slight year-on-year decline of 1.8%. The quarterly performance was severely impacted by rising input costs, with material costs jumping over 60% YoY. Despite the quarterly loss, the nine-month net profit remains healthy at ₹17.03 crore, significantly higher than the ₹6.83 crore recorded in the previous year's corresponding period.
- Consolidated Net Loss widened to ₹6.98 crore in Q3 FY26 from ₹4.84 crore in Q3 FY25.
- Revenue from operations grew 13.6% QoQ to ₹183.33 crore, though it dipped 1.8% YoY.
- Cost of materials consumed surged 64% YoY to ₹55.21 crore, impacting operating margins.
- Finance costs increased significantly to ₹3.55 crore from ₹0.84 crore in the year-ago quarter.
- 9M FY26 Net Profit stands at ₹17.03 crore, up 149% compared to ₹6.83 crore in 9M FY25.
Shree Digvijay Cement reported a consolidated net loss of ₹6.98 crore for the quarter ended December 31, 2025, compared to a loss of ₹4.84 crore in the same period last year. Revenue from operations saw a slight year-on-year decline to ₹183.34 crore from ₹186.76 crore, though it improved sequentially from ₹161.35 crore in Q2 FY26. The quarterly performance was severely impacted by a sharp rise in material costs and finance charges. However, the nine-month (9M FY26) performance remains stronger with a net profit of ₹17.03 crore compared to ₹6.83 crore in the previous year.
- Net loss for Q3 FY26 stood at ₹6.98 crore versus a profit of ₹10.22 crore in the preceding quarter.
- Revenue from operations declined 1.8% YoY to ₹183.34 crore, while total expenses rose to ₹193.89 crore.
- Cost of materials consumed surged to ₹55.21 crore in Q3 FY26 from ₹33.58 crore in Q3 FY25.
- Finance costs increased significantly to ₹3.55 crore compared to ₹0.84 crore in the year-ago quarter.
- 9M FY26 cumulative net profit remains positive at ₹17.03 crore, up 149% from ₹6.83 crore YoY.
India Resurgence Fund (Schemes 1, 2, and 4) has concluded its open offer to acquire up to 3,85,43,837 equity shares of Shree Digvijay Cement. This acquisition represents 26% of the company's expanded share capital. The post-offer advertisement has been released following the completion of the regulatory process under SEBI (SAST) Regulations. This marks a significant shift in the company's ownership structure and potential management influence.
- Open offer for 3,85,43,837 equity shares, equivalent to a 26% stake in expanded share capital.
- Acquirers include three schemes of India Resurgence Fund (Scheme 1, Scheme 2, and Scheme 4).
- Post-offer advertisement published on January 29, 2026, following SEBI (SAST) compliance.
- Axis Capital Limited acted as the Manager to the Open Offer.
India Resurgence Fund is conducting an open offer to acquire up to 3,85,43,837 equity shares of Shree Digvijay Cement, representing 26% of the expanded share capital. The tendering period, which originally commenced on January 5, 2026, has been extended by one working day due to a declared trading holiday for municipal elections in Maharashtra. The offer will now conclude on Monday, January 19, 2026, instead of the previous January 16 deadline. This procedural change ensures the mandatory 10-working-day window for public shareholders is maintained as per SEBI regulations.
- Open offer for 3,85,43,837 equity shares representing 26% of the expanded share capital
- Acquirers include India Resurgence Fund Schemes 1, 2, and 4
- Tendering period closing date revised from January 16, 2026, to January 19, 2026
- Extension granted by SEBI due to a trading holiday on January 15, 2026
- Axis Capital Limited is the appointed Manager to the Open Offer
Shree Digvijay Cement has filed its quarterly compliance certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. The certificate, issued by MUFG Intime India Private Limited, confirms that all dematerialization requests for the quarter ended December 31, 2025, were processed within prescribed timelines. It verifies that security certificates were mutilated and cancelled after verification, and the depositories' names were updated in the register of members. This is a standard administrative filing ensuring the integrity of shareholding records.
- Compliance certificate submitted for the quarter ended December 31, 2025
- Issued by Registrar and Share Transfer Agent MUFG Intime India Private Limited
- Confirms dematerialization requests were processed and listed on stock exchanges
- Verification and cancellation of physical certificates completed within prescribed SEBI timelines
India Resurgence Fund (Schemes 1, 2, and 4) has issued a formal Letter of Offer to acquire up to 3,85,43,837 equity shares of Shree Digvijay Cement, representing 26% of the expanded share capital. The offer price is fixed at ₹92.20 per share, payable in cash to public shareholders. The tendering period is scheduled to run from January 5, 2026, to January 16, 2026. This mandatory open offer follows the receipt of CCI approval on November 18, 2025, for the underlying acquisition transaction.
- Open offer to acquire 3,85,43,837 shares representing 26% of expanded share capital
- Offer price set at ₹92.20 per equity share, to be paid entirely in cash
- Tendering period opens on January 5, 2026, and closes on January 16, 2026
- CCI approval for the transaction was successfully obtained on November 18, 2025
- Identified date for eligibility of public shareholders was December 19, 2025
Shree Digvijay Cement Co. Ltd has announced the closure of its trading window starting January 1, 2026, in compliance with SEBI (Prohibition of Insider Trading) Regulations. This closure is ahead of the declaration of the company's unaudited standalone and consolidated financial results for the quarter and nine months ending December 31, 2025. The window will remain closed for all designated persons and their relatives until 48 hours after the results are made public. This is a standard regulatory procedure for listed companies to prevent insider trading during the earnings reporting period.
- Trading window closure effective from Thursday, January 1, 2026.
- Closure pertains to the financial results for the quarter and nine months ending December 31, 2025.
- Window to reopen 48 hours after the official declaration of financial results.
- Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
India Resurgence Fund (Schemes 1, 2, and 4) has issued a corrigendum regarding its open offer to acquire up to 3,85,43,837 equity shares of Shree Digvijay Cement. This represents 26% of the company's expanded share capital. The announcement provides updated details to the previously issued Public Announcement and Draft Letter of Offer. Axis Capital is managing the transaction, which is a significant event for minority shareholders looking for liquidity or assessing the new promoter's intent.
- Open offer to acquire up to 3,85,43,837 equity shares, representing 26% of expanded share capital
- Acquirers include India Resurgence Fund - Scheme 1, Scheme 2, and Scheme 4
- Corrigendum updates the Detailed Public Statement and Draft Letter of Offer published on December 19, 2025
- Axis Capital Limited is acting as the Manager to the Offer
India Resurgence Fund (IndRF) has completed the acquisition of a 45.01% stake (6,67,25,311 shares) in Shree Digvijay Cement from True North Fund VI LLP. Following this transaction, IndRF has assumed control of the company, while True North's stake has reduced to 9.51%, leading to its reclassification as a public shareholder. This move follows a Share Purchase Agreement signed in September 2025 and includes a mandatory open offer for an additional 26% stake from public shareholders. The change in leadership marks a significant shift in the company's promoter structure and management control.
- India Resurgence Fund acquired 6,67,25,311 shares, representing 45.01% of the company's share capital.
- True North Fund VI LLP's holding reduced to 9.51%, resulting in its reclassification from 'Promoter' to 'Public' category.
- The acquisition triggered a mandatory Open Offer for an additional 26% stake (3,85,43,837 shares) from public shareholders.
- The change of control and promoter reclassification became effective on December 18, 2025.
India Resurgence Fund (IndRF) has successfully completed the acquisition of 6,67,25,311 equity shares, representing a 45.01% stake in Shree Digvijay Cement from True North Fund VI LLP. This transaction follows a Share Purchase Agreement originally intended for up to 50.10% of the company's share capital. Consequent to this change in ownership, the board has approved the appointment of Mr. Shitij Kale as a nominee director for the new promoters. This transition marks a significant shift in the company's controlling interest and strategic leadership.
- Acquisition of 6,67,25,311 equity shares representing 45.01% of the total share capital completed on December 18, 2025.
- Transfer of control from True North Fund VI LLP to India Resurgence Fund (IndRF) schemes.
- Appointment of Mr. Shitij Kale, a seasoned M&A and investment professional, as a Non-Executive Nominee Director.
- Resignation of Mr. Pramod Kabra from the board following the exit of True North as the majority shareholder.
- Reconstitution of all Board Committees to reflect the new shareholding and governance structure.
India Resurgence Fund (IndiaRF) has completed the acquisition of 6,67,25,311 equity shares, representing a 45.01% stake in Shree Digvijay Cement from True North Fund VI LLP. This transaction is part of a larger Share Purchase Agreement to acquire up to 50.10% of the company's share capital. Following the change in majority ownership, Mr. Pramod Kabra has resigned from the board, and Mr. Shitij Kale, an experienced M&A and infrastructure professional, has been appointed as a Nominee Director. This marks a significant transition in the company's promoter group and strategic leadership.
- India Resurgence Fund (IndiaRF) acquired a 45.01% stake (6,67,25,311 shares) from True North.
- The total acquisition target under the Share Purchase Agreement is up to 50.10% or 7,42,71,009 shares.
- Mr. Shitij Kale, a veteran with over 20 years of experience in M&A and infrastructure, joins as a Nominee Director.
- Mr. Pramod Kabra resigned as Nominee Director following True North's exit as the majority shareholder.
- Board committees have been reconstituted effective December 18, 2025, to reflect the new ownership structure.
True North Fund VI LLP, the promoter of Shree Digvijay Cement, has amended its Share Purchase Agreement (SPA) with India Resurgence Fund (IRF) entities. The deal involves the sale of 7,42,71,009 equity shares, representing a 50.10% controlling stake in the company. The key update is the revision of the transaction price to INR 86.70 per share, or a lower mutually agreed price. This transaction will result in a change of control once completed.
- Sale of 7,42,71,009 equity shares representing 50.10% of the company's share capital.
- Transaction price revised to INR 86.70 per share from the original agreement terms.
- Purchasers include India Resurgence Fund (IRF) Scheme 1, Scheme 2, and Scheme 4.
- The deal will result in a change of control and management of the company upon consummation.
Financial Performance
Revenue Growth by Segment
The company operates in a single segment: Manufacturing and Sales of Cement. Revenue from operations decreased by 8.6% YoY, falling from INR 793.34 Cr in FY2024 to INR 725.19 Cr in FY2025 due to subdued realizations and lower demand.
Geographic Revenue Split
100% of revenue is derived from the Indian market, specifically concentrated in Western India with its primary production facility located in Digvijaygram, Gujarat.
Profitability Margins
Profitability saw a significant decline in FY2025; Net Profit Margin dropped from 11.07% in FY2024 to 3.47% in FY2025. Operating margins for 9M FY2025 weakened to 5.80% from 18.69% in the previous fiscal due to a steep decline in realizations and a INR 17 Cr annual shutdown cost in Q3 FY2025.
EBITDA Margin
EBITDA margin contracted by 1,022 basis points, falling from 19.34% (INR 154.94 Cr) in FY2024 to 9.12% (INR 67.06 Cr) in FY2025, reflecting intense cost pressures and lower sales realizations.
Capital Expenditure
The company is executing a brownfield capex of INR 250.0 Cr to double its cement grinding capacity from 1.5 MTPA to 3.0 MTPA, with commissioning expected in Q4 FY2025.
Credit Rating & Borrowing
Crisil reaffirmed the long-term rating at 'Crisil A' but revised the outlook to 'Negative'. Short-term rating is 'Crisil A1'. The company secured term debt of INR 125.0 Cr for capex, with gross debt rising to INR 109.85 Cr in FY2025 from zero in FY2024.
Operational Drivers
Raw Materials
Key raw materials include Clinker, Gypsum, and Fly Ash. Total expenditure on operations was INR 667.93 Cr in FY2025, representing approximately 92% of total revenue.
Import Sources
Primary sourcing is domestic, centered around the manufacturing hub in Gujarat, India, to optimize logistics for the Jamnagar facility.
Key Suppliers
The company entered into an exclusive 10-year usage, supply, and distributorship agreement with Hi-Bond Cement (India) Pvt Ltd (HIBOND) starting in 2025.
Capacity Expansion
Current installed capacity is 1.5 MTPA; expanding to 3.0 MTPA through a brownfield project at the Digvijaygram facility, scheduled for completion by Q4 FY2025.
Raw Material Costs
Raw material and operating costs as a percentage of revenue increased significantly as total expenditure rose to INR 667.93 Cr against a revenue of INR 725.19 Cr, driven by volatility in input prices and the inability to pass costs to consumers.
Manufacturing Efficiency
Capacity utilization is a key monitorable; clinker production was 10.05 Lakh MT and cement production was 13.87 Lakh MT in FY2025.
Logistics & Distribution
Logistics operations are managed to enhance market reach; the company utilizes its coastal location in Jamnagar for efficient distribution in Western India.
Strategic Growth
Expected Growth Rate
100%
Growth Strategy
Growth will be achieved by doubling grinding capacity to 3.0 MTPA, an exclusive 10-year distribution agreement with Hi-Bond Cement, and a strategic ownership shift as India Resurgence Fund (IRF) acquires a 50.10% stake to provide capital and strategic oversight.
Products & Services
The company sells cement bags (primarily Portland Pozzolana Cement) and Clinker to construction and infrastructure customers.
Brand Portfolio
Shree Digvijay Cement, Kamal Cement, and Hi-Bond (via exclusive distribution agreement).
New Products/Services
Launch of innovative and superior quality niche products is planned to enhance market reach, though specific revenue contribution percentages for new launches are not yet disclosed.
Market Expansion
Expansion is focused on deepening the distribution network in Western India and leveraging the Hi-Bond brand for broader market penetration starting FY2026.
Market Share & Ranking
The company maintains an established market position in Western India with a 1.5 MTPA capacity, set to grow to 3.0 MTPA.
Strategic Alliances
Exclusive 10-year usage and supply agreement with Hi-Bond Cement (India) Pvt Ltd, including an option to acquire 100% equity of HIBOND.
External Factors
Industry Trends
The industry is moving toward consolidation and sustainability; SDCCL is positioning itself by doubling capacity and targeting 65% green power to counter the 8.6% revenue decline seen in the current sluggish market.
Competitive Landscape
Faces intense competition from large pan-India players and regional manufacturers in the Gujarat and Western India markets.
Competitive Moat
Moat is based on its coastal location in Jamnagar providing logistics advantages and a long-standing brand presence since 1944; sustainability is reinforced by the IRF acquisition and Hi-Bond alliance.
Macro Economic Sensitivity
Highly sensitive to infrastructure spending and GDP growth; cyclical downturns in the cement industry result in slow offtake and constrained operating rates.
Consumer Behavior
Shift toward branded, high-quality cement for individual home builders and infrastructure projects.
Geopolitical Risks
Global demand-supply conditions and fluctuations in international fuel prices (coal/petcoke) impact the cost of production.
Regulatory & Governance
Industry Regulations
Operations are subject to evolving environmental norms and pollution control standards; the company maintains an adequate system of internal controls tested for compliance with the 2013 Act.
Environmental Compliance
The company follows 'Clean and Green is Profitable' philosophy, subscribing to voluntary emissions reduction programs and investing in Waste Heat Recovery Systems.
Taxation Policy Impact
Tax expenses for FY2025 were INR 9.34 Cr, representing an effective tax rate of approximately 27% on Profit Before Tax of INR 34.54 Cr.
Legal Contingencies
The Regional Director partially allowed an appeal, dropping a penalty under Section 90(4A), but upheld penalties of INR 2,00,000 each on several individuals (including Ermirio Pereira de Moraes and others) for failure to submit BEN-1 forms under Section 90(10).
Risk Analysis
Key Uncertainties
Execution risk for the INR 250 Cr capex and the ability to ramp up the new 1.5 MTPA capacity amidst weak demand are primary uncertainties.
Geographic Concentration Risk
High concentration risk with 100% of manufacturing assets and the majority of sales located in Gujarat/Western India.
Third Party Dependencies
Increasing dependency on Hi-Bond Cement for supply and distribution over the next 10 years.
Technology Obsolescence Risk
Mitigated by ongoing digital transformation and investment in modern grinding technology for the 3.0 MTPA expansion.
Credit & Counterparty Risk
Receivables are relatively healthy at 15 days, but prolonged subdued demand could stretch the working capital cycle.