Barak Valley Cements Acquires Additional 7,06,500 Shares in Subsidiary Through Loan Conversion

Barak Valley Cements Limited has announced the acquisition of additional 7,06,500 equity shares of its wholly-owned subsidiary Meghalaya Minerals and Mines Limited through a preferential allotment process. The transaction was executed by converting an outstanding loan into equity shares, strengthening the parent company's investment in its mining subsidiary.

Transaction Details

The acquisition involved converting an outstanding loan amount of ₹4,09,77,000 into 7,06,500 fully paid-up equity shares. Each share carries a face value of ₹10 and was priced at ₹58 per share, which includes a premium of ₹48 per share.

Parameter: Details Number of Shares: 7,06,500 Price per Share: ₹58 Face Value: ₹10 Premium: ₹48 per share Total Value: ₹4,09,77,000 Nature of Consideration: Loan conversion

Target Company Profile

Meghalaya Minerals and Mines Limited operates in the mineral mining sector with substantial business operations. The company's main objectives include purchasing and leasing mining rights, working mines and quarries, and carrying on mining business in all branches.

Financial Metric: Amount (₹) Asset Size (31st March 2025): 15,42,49,000 Turnover (31st March 2025): 4,68,55,000

Historical Performance

The subsidiary's turnover performance over the last three years shows varying trends:

Year: Turnover (₹ lakhs) 2024-25: 468.55 2023-24: 627.95 2022-23: 1759.68

Regulatory Compliance

The company filed the disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The management acknowledged an inadvertent procedural delay in disclosure, clarifying that the delay was purely procedural and had no impact on the company's financial position or shareholder value.

Key regulatory aspects include:

The acquisition is exempt from Related Party Transaction regulations under Regulation 23(5)

No governmental or regulatory approvals were required for the transaction

Post-acquisition shareholding remains at 100%

The transaction was completed as per the Companies Act 2013

Strategic Implications

The loan-to-equity conversion represents a strategic financial restructuring that converts debt into ownership stake. This transaction maintains Barak Valley Cements' complete control over its mining subsidiary while optimizing the capital structure between the parent and subsidiary companies.

Barak Valley Cements Limited has fulfilled its regulatory obligations by submitting the mandatory compliance certificate for the quarter ended March 31, 2026, under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018.

Regulatory Compliance Submission

The company submitted the compliance certificate to both major stock exchanges on April 3, 2026. The submission was made simultaneously to BSE Limited and National Stock Exchange of India Limited, where the company's shares are listed.

Exchange Details: Information BSE Scrip Code: 532916 NSE Scrip Code: BVCL Submission Date: April 3, 2026 Quarter Covered: March 31, 2026

Certificate Particulars

MCS Share Transfer Agent Limited, serving as the company's registrar and transfer agent, issued the compliance certificate. The certificate confirms adherence to specific regulatory requirements for securities dematerialization processes.

The compliance certificate validates two critical aspects:

Securities received for dematerialization have been properly listed on stock exchanges where existing securities are traded

Original certificates have been duly verified, mutilated, and cancelled with the depository's name substituted as the registered owner in records

Corporate Governance Framework

Preeti Bhatia, Company Secretary and Compliance Officer of Barak Valley Cements Limited, signed and submitted the regulatory filing. The digital signature was applied on April 3, 2026, ensuring proper authentication of the corporate communication.

Filing Details: Specifications Reference Number: 0304/BVCL/2026-27 Signatory: Preeti Bhatia Designation: Company Secretary & Compliance Officer Digital Signature Date: April 3, 2026

MCS Share Transfer Agent Limited, headquartered in New Delhi's Okhla Industrial Area, operates under CIN U67120WB2011PLC165872 and maintains SEBI registration for providing registrar and transfer agent services.

This quarterly compliance submission demonstrates the company's commitment to maintaining transparency and adhering to securities market regulations as mandated by SEBI for listed entities.

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