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Ambuja Cements Ltd. M&A Activity 2024

Dec 17, 2024

59365_rns_2024-12-17_71f4b946-dac7-481a-acd0-f63ff5393775.pdf

M&A Activity

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17[th] December 2024

To National Stock Exchange of BSE Limited Luxembourg Stock India Limited Exchange Scrip Code: AMBUJACEM Scrip Code: 500425 Code: US02336R2004

  • Sub.: Intimation on Scheme of Arrangement(s) between (i) Sanghi Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders and (ii) Penna Cement Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , we wish to inform that the Board of Directors of the Company at its meeting held today i.e. 17th December 2024 , has,

  1. approved the Scheme of Arrangement between Sanghi Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders (herein after referred to as “Scheme - 1).

  2. approved the Scheme of Arrangement between Penna Cement Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders (herein after referred to as “Scheme - 2 ”), (collectively the “Scheme -1” and “Scheme – 2” be referred to as “ Schemes” ),

pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”). The Schemes, inter alia, provides for the amalgamation of the respective Transferor Companies with the Transferee Company.

The Schemes are subject to necessary statutory and regulatory approvals under the applicable laws, including approval of the jurisdictional National Company Law Tribunal.

The disclosure as required pursuant to Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, for the Scheme – 1 and Scheme – 2 are enclosed as per Annexure A and Annexure B respectively.

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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This intimation will also be uploaded on the Company’s website at www.ambujacement.com.

Kindly take the same on record.

Thanking you,

Yours faithfully, For Ambuja Cements Limited

Digitally signed by Manish Vinodchandra Manish Mistry DN: cn=Manish Vinodchandra Mistry, o, ou, Vinodchandra Mistry [email protected], c=US Date: 2024.12.17 17:27:43 +05'30'

Manish Mistry Company Secretary & Compliance Officer

Encl.: as above

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

ANNEXURE A

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(Scheme- 1)

Details of Scheme of Arrangement between Sanghi Industries Limited and Ambuja Cements Limited)

Sr.
No.		 Particulars Details Details Details
1. Name of the entity(ies)
forming part of the
amalgamation/merger,
details in brief such as,
size, turnover etc.		 Transferee Company:
Particulars Revenue for
the financial
year 2023-24
Net Worth as
at March 31,
2024
Standalone 17,919.34 37,006.50
Consolidated 33,159.64 50,845.90
Revenue
for
the
financial year
2023-24
(Rs. In Crore)		 Net
Worth
(including
quasi
equity) as at March
31, 2024
(Rs. In Crore)
821.35 1110.79
2. Whether
the
transaction would fall
within
related
party
transactions?
If
yes,
whether the same is
done at “arm’s length”		 Yes. The transaction would fall within the purview
of the related party transactions as defined under
the SEBI Listing Regulations. The Transferor
Company is a subsidiary of the Transferee
Company, which is a related party of the
Company.
However, the transaction shall not attract the
requirements of Section 188 of the Companies
Act, pursuant to the clarifications provided in
General Circular No. 30/2014 dated July 17, 2014,
issued by the Ministry of Corporate Affairs.
The consideration for the Scheme will be
discharged on an ‘arm’s length’ basis. The Share
Exchange Ratio for the Scheme is based on the
Valuation Report dated 17thDecember 2024,

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,

Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com

CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details
issued by M/s GT Valuation Advisors Private
Limited, Registered Valuer and M/s IDBI Capital
Market & Securities Limited, an independent SEBI
Registered Category 1 Merchant Banker has
provided the fairness opinion vide its report dated
17thDecember 2024, on the fairness of the
aforesaid valuation.
3. Area of business of the
entity(ies)		 Transferee Company:
The Company is amongst the leading cement
companies in India, renowned for its hassle-free,
home-building
solutions
with
its
unique
sustainable
development
projects
and
environment-friendly practices since it started its
operations.
Transferor Company:
The Company is engaged in the business of
cement manufacturing and marketing various
grades of cement. The Transferor Company is
having a large, fully integrated plant in Kutch,
Gujarat,
featuring
advanced
multi-fuel
technology and significant limestone reserves.
The plant includes a 6.6 MMTPA clinker plant, a
6.1 MMTPA cement plant, and 130 MW captive
power plant and 13MW WHRS, along with bulk
cement terminal in Gujarat.
The Transferor Company and the Transferee
Company are part of the Adani Group Companies.
4. Rationale
for
amalgamation/merger		 1.
The Transferee Company is the promoter of
the Transferor Company and holds 58.08% of
the paid-up equity share capital and 100% of
the
8%
-
non-convertible
cumulative
redeemable
preference
shares
of
the
Transferor Company. As both the companies
are under the same line of business, this
amalgamation will enable the Transferee
Company
to
absorb
the
business
of
Transferor Company completely for carrying
on more effectively and beneficially.
2.
The Scheme will enable the Transferee
Company
to
integrate
the
Transferor
Company's operations,leadingto more

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,

Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com

CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details
efficient
and
economical
business
management. This includes better resource
utilization, reduced overheads, cost savings,
economies of scale, elimination of duplicated
efforts,
and
streamlined
compliance
requirements through amalgamation.
3.
The amalgamation will enhance business
potential of the Transferor Company, add
value to both the companies, and ultimately
increase the shareholders’ value.
4. The amalgamation will lead to reduction and
rationalisation of multiple entities in the
group.
5. Upon the Scheme becoming effective,
certain shareholders belonging to ‘promoter
and promoter group’ of the Transferor
Company would not hold more than ten
percent of the total voting rights in the
Transferee
Company.
The
shareholders
proposed to be reclassified upon the
effectiveness of the Scheme, (a) do not
exercise control over the affairs of the
Transferor Company and the Transferee
Company either directly or indirectly; (b) do
not have any special rights with respect to
the Transferor Company and the Transferee
Company through any formal or informal
arrangements
including
through
any
shareholder agreements; (c) do not represent
on the board of directors of the Transferor
Company and the Transferee Company
including a nominee director; (d) do not act
as a key managerial personnel in the
Transferor Company and the Transferee
Company. Accordingly, such shareholders
are proposed to be reclassified to the ‘public’
category of the Transferee Company upon
the Scheme becoming effective.
5. In
case
of
cash
consideration – amount
or
otherwise
share
exchange ratio;		 Upon the Scheme becoming effective, the
Transferee Company will issue and allot to the
equity shareholders of the Transferor Company
(Other than Transferee Company), 12 Transferee
Company Shares credited as fully paid-up, for
every100 equityshares of the face value of Rs.

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details
10/- (Rupees ten) each fully paid-up held by
shareholders in Transferor Company.
“Transferee Company Shares” means the fully
paid-up equity shares of Ambuja Cements
Limited, each having a face value of Rs.2/-
(Rupees Two only) and having one vote per equity
share.”
6. Brief details of change
in shareholding pattern
(if any) of listed entity		 Upon
sanction
of
the
Scheme
becoming
effective, certain shareholders belonging to the
'promoter and promoter group' of the Transferor
Company shall be reclassified to the 'public'
category of the Transferee Company.
Transferee Company:
Category
No. of Shares
& % of voting
rights (Pre-
arrangement)
No. of Shares
& % of voting
rights (post-
arrangement)*
Promoter
/
Promoter
Group
1,66,33,81,052
(67.53%)
1,66,33,81,052
(67.18%)
Public
Shareholding
79,97,42,426
(32.47%)
81,27,36,134
(32.82%)
Total
2,46,31,83,637 2,47,61,17,186
Note:
A separate Scheme of Amalgamation of Adani
Cementation Limited (“Transferor Company”) with
Ambuja Cements Limited (“Company”) and their
respective
shareholders
(“Adani
Cementation
Scheme”) has been approved by the respective board
of directors of the aforesaid companies on June 27,
2024. The said Adani Cementation Scheme is subject
to necessary statutory and regulatory approvals under
the applicable laws, including approval of the
jurisdictional National Company Law Tribunal. Upon
the Adani Cementation Scheme becoming effective,
Adani Enterprises Limited (the shareholder of the
Transferor Company) will be issued and allotted
87,00,000 Equity Shares of the Company as per Share
Exchange Ratio i.e. 174 Equity Shares of the Company
for every 1 share of the Transferor Company, as
determined by independent valuers. Given that the
Adani Cementation Scheme has not yet become
effective, the shareholding pattern (post arrangement)
of the Company as disclosed above, does not account
for the increase in share capital of the Companythat

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,

Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details Details
would arise from the issuance of
Adani Cementation Scheme.
Transferor Company:		 shares under the
No. of
Shares & %
of voting
rights (post-
arrangement)
Nil
Nil
Nil
Category No. of Shares
& % of voting
rights (Pre-
arrangement)		 No. of
Shares & %
of voting
rights (post-
arrangement)
Promoter
/
Promoter
Group		 19,37,44,040
(75%)		 Nil
Public
Shareholding		 6,45,81,960
(25%)		 Nil
Total 25,83,26,000 Nil

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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ANNEXURE B

(Scheme- 2)

Details of Scheme of Arrangement between Penna Cement Industries Limited and Ambuja Cements Limited

Sr.
No.		 Particulars Details Details
1. Name of the entity(ies)
forming part of the
amalgamation/merger,
details in brief such as,
size, turnover etc.		 Transferee Company:
Particulars Revenue for
the financial
year 2023-24
Net Worth as
at March 31,
2024
Standalone 17,919.34 37,006.50
Consolidated 33,159.64 50,845.90
Particulars Revenue for
the financial
year 2023-24
Net Worth as
at March 31,
2024
Standalone 1,219.24 468.4 3
Consolidated 1241.70 520.85
2. Whether
the
transaction would fall
within
related
party
transactions?
If
yes,
whether the same is
done at “arm’s length”		 Yes. The transaction would fall within the purview
of the related party transactions as defined under
the SEBI Listing Regulations. The Transferor
Company is a subsidiary of the Transferee
Company, which is a related party of the Company.
However, the transaction shall not attract the
requirements of Section 188 of the Companies
Act, pursuant to the clarifications provided in
General Circular No. 30/2014 dated July 17, 2014,
issued by the Ministry of Corporate Affairs.
The consideration for the Scheme will be
discharged on an ‘arm’s length’ basis. The Scheme
involves payment of cash consideration to the
eligible shareholders of the Transferor Company,
basis the fair Valuation Report dated 17th
December 2024, issued by M/s GT Valuation
Advisors Private Limited,Registered Valuer and

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle,

S. G. Highway, Khodiyar,

Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com

CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details
M/s IDBI Capital Market & Securities Limited, an
independent
SEBI
Registered
Category
1
Merchant Banker has provided the fairness
opinion vide its report dated 17thDecember 2024,
on the fairness of the aforesaid valuation.
3. Area of business of the
entity(ies)		 Transferee Company:
The Company is amongst the leading cement
companies in India, renowned for its hassle-free,
home-building
solutions
with
its
unique
sustainable
development
projects
and
environment-friendly practices since it started its
operations.
Transferor Company:
The Transferor Company is engaged in the
business of manufacturing and selling of cement
and cement related products. Transferor Company
has a cement production capacity of 14 MTPA,
with 10 MTPA operational and 4 MTPA under
construction, expected to complete in 6-12
months.
The Transferor Company and the Transferee
Company are part of the Adani Group Companies.
4. Rationale
for
amalgamation/ merger		 1.
The Transferee Company with effect from
August 16, 2024 has become the promoter
of the Transferor Company. As both the
companies are under the same line of
business, the amalgamation will enable the
Transferee Company to absorb the business
of the Transferor Company completely for
carrying
on
more
effectively
and
beneficially.
2.
The Scheme will enable the Transferee
Company
to
integrate
the
Transferor
Company's operations, leading to more
efficient
and
economical
business
management. This includes better resource
utilization, reduced overheads, cost savings,
economies
of
scale,
elimination
of
duplicated
efforts,
and
streamlined
compliance
requirements
through
amalgamation.

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com

CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details Details Details
3.
The amalgamation will enhance business
potential of the Transferor Company, add
value to both the companies, and ultimately
increase the shareholders’ value.
4.
The amalgamation will lead to reduction and
rationalisation of multiple entities in the
group.
5. In
case
of
cash
consideration – amount
or
otherwise
share
exchange ratio;		 Upon the Scheme becoming effective, the
Transferee Company will pay, to the equity
shareholders of the Transferor Company (other
than the Transferee Company), whose names are
recorded in the register of members on the Record
Date, in the following manner:
“Rs. 321.50 (Rupees Three Hundred Twenty One
and Paisa Fifty) for every 1 (one) fully paid-up
equity share of Rs. 10/- each held in the Transferor
Company.”
6. Brief details of change
in shareholding pattern
(if any) of listed entity		 Transferee Company:
Category No. of Shares
& % of voting
rights
(Pre-
arrangement)		 No. of Shares
& % of voting
rights
(Post-
*arrangement) **
Promoter
/
Promoter
Group		 1,66,33,81,052
(67.53%)		 1,66,33,81,052
(67.53%)
Public
Shareholding		 79,97,42,426
(32.47%)		 79,97,42,426
(32.47%)
Total 2,46,31,83,637 2,46,31,83,637

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,

Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com

CIN: L26942GJ1981PLC004717

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Sr.
No.		 Particulars Details
87,00,000 Equity Shares of the Company as per Share
Exchange Ratio i.e. 174 Equity Shares of the Company
for every 1 share of the Transferor Company, as
determined by independent valuers. Given that the
Adani Cementation Scheme has not yet become
effective, the shareholding pattern (post arrangement)
of the Company as disclosed above does not account
for the increase in share capital of the Company that
would arise from the issuance of shares under the
Adani Cementation Scheme.

Ambuja Cements Limited Registered Office: Adani Corporate House Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Ph +91 79-2656 5555 www.ambujacement.com CIN: L26942GJ1981PLC004717

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