Nuvoco Vistas Subsidiary Allots ₹300 Crore Series B CCDs to Four Investors

Nuvoco Vistas Corporation has announced the successful allotment of Series B compulsorily convertible debentures (CCDs) worth ₹300 crore through its wholly owned subsidiary Vadraj Cement Limited. The company disclosed the completion of this preferential issue on private placement basis to four investors on March 20, 2026.

Allotment Details and Structure

Vadraj Cement Limited has allotted 30,000 unlisted compulsorily convertible debentures across three different series, each with a face value of ₹1,00,000. The allotment comprises 10,000 Series B1 CCDs, 10,000 Series B2 CCDs, and 10,000 Series B3 CCDs.

Parameter: Details Total CCDs Allotted: 30,000 debentures Total Value: ₹300 crore Face Value per CCD: ₹1,00,000 Number of Investors: 4 Issue Type: Preferential issue on private placement basis

Investor Details and Series Allocation

The Series B CCDs have been allocated to four institutional investors across the three series. Alpha Alternatives Financial Services Private Limited and Third Edge Advisors LLP have been allotted Series B1 CCDs, while Trust Investment Advisors Private Limited and Ncube Ventures LLP received Series B2 CCDs. Trust Investment Advisors Private Limited also received an additional allocation of Series B3 CCDs.

Series: Investors Series B1: Alpha Alternatives Financial Services Pvt Ltd, Third Edge Advisors LLP Series B2: Trust Investment Advisors Pvt Ltd, Ncube Ventures LLP Series B3: Trust Investment Advisors Pvt Ltd

Conversion Terms and Timeline

Each CCD is convertible into 2,604 fully paid-up equity shares of Vadraj Cement Limited, with each equity share having a face value of ₹10. The CCDs will be automatically and mandatorily converted into equity shares upon the earlier of two events: the date immediately prior to filing of a red herring prospectus by Nuvoco Vistas Corporation for an initial public offering, or seven years from the allotment date.

The CCDs also provide investors with optional conversion rights prior to the mandatory conversion date upon occurrence of certain specified events as outlined in the Securities Subscription and Debenture Trustee Agreement executed between the company, Vadraj, and Beacon Trusteeship Limited.

Regulatory Compliance and Documentation

The allotment follows the execution of securities subscription and debenture trustee agreement along with option agreements that were signed earlier. The transaction has been structured to comply with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Beacon Trusteeship Limited serves as the debenture trustee for the investors, ensuring proper governance and protection of investor interests. The company has confirmed that all required regulatory disclosures have been made to BSE Limited and The National Stock Exchange of India Limited as per the prescribed format under Schedule III of the Listing Regulations.

Nuvoco Vistas Corporation Limited has informed stock exchanges about receiving an assessment order from the Income Tax Department for FY 2022-23, which proposes a demand of Rs.11.89 crores. The disclosure was made under Regulation 30 of SEBI Listing Regulations on March 14, 2026.

Assessment Order Details

The Faceless Assessing Officer, Assessment Unit, Income Tax, Mumbai issued the assessment order dated March 13, 2026, which was received by the company on the same day. The order pertains to FY 2022-23 and involves certain disallowances resulting in the proposed demand.

Parameter Details Opposing Party Faceless Assessing Officer, Assessment Unit, Income Tax Department Appeal Forum Commissioner of Income Tax (Appeals), Mumbai Assessment Year FY 2022-23 Proposed Demand Rs.11.89 crores Order Date March 13, 2026

Company's Response Strategy

According to the disclosure, the disallowances made in the current assessment order are in line with previous years' orders. The company's management has indicated that it is undertaking a detailed review of the order to determine appropriate action.

Nuvoco Vistas Corporation has outlined its defense strategy:

Plans to rely on precedents and various court decisions to defend its position

Expresses confidence in getting the order set aside at higher adjudicating forum

Will challenge the assessment before the Commissioner of Income Tax (Appeals), Mumbai

Regulatory Compliance

The company has made this disclosure pursuant to Regulation 30 read with Para B of Part A of Schedule III of the SEBI Listing Regulations. The information has also been made available on the company's website at www.nuvoco.com , ensuring transparency with stakeholders.

The disclosure was signed by Shruta Sanghavi, SVP and Company Secretary, maintaining proper corporate governance protocols in communicating this development to the stock exchanges and investors.

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