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Ambuja Cements Ltd. M&A Activity 2025

Dec 22, 2025

59365_rns_2025-12-22_31aa7e6e-68ad-41d7-98f4-81fbcdaeb950.pdf

M&A Activity

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December 22, 2025

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

  • Sub.: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) regarding approval of Schemes of Amalgamation(s) of -

  • (i) ACC Limited (“Amalgamating Company”) with Ambuja Cements Limited (“Amalgamated Company”); and

  • (ii) Orient Cement Limited (“Transferor Company”) with Ambuja Cements Limited (“Transferee Company”).

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, we wish to inform that the Board of Directors of the Company at its meeting held today i.e. December 22, 2025 , has,

  1. approved the Scheme of Amalgamation of ACC Limited (“Amalgamating Company”) with Ambuja Cements Limited (“Amalgamated Company”) (herein after referred to as “Scheme - 1).

  2. approved the Scheme of Amalgamation of Orient Cement Limited (“Transferor Company”) with Ambuja Cements Limited (“Transferee Company”) (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. The Schemes, inter alia, provides for the amalgamation of the respective Amalgamating / Transferor Companies with the Amalgamated / 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.

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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The disclosure as required pursuant to Regulation 30 of SEBI Listing Regulations read with read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, for the Scheme – 1 and Scheme – 2 are enclosed as per Annexure A and Annexure B respectively.

Further, in terms of the Regulation 37 of the SEBI Listing Regulations, the Schemes shall be filed with the stock exchanges for obtaining their “No Objections Letters”.

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

MANISH Digitally signed by MANISH V MISTRY V MISTRY Date: 2025.12.22 20:32:57 +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

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ANNEXURE A

(Scheme - 1)

Details of Scheme of Amalgamation of ACC Limited (“Amalgamating Company” or “ACC”) with Ambuja Cements Limited (“Amalgamated Company” or “Ambuja”)

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.		 The Amalgamating Company is a subsidiary of the
Amalgamated Company. The brief details of the
turnover and size of the entities are as follows:
(Rs. In Crore)
Particulars
Revenue for
the financial
year 2024-
25
Net Worth as
at March 31,
2025
Amalgamated
Company
(Ambuja)
Standalone
19,453.58
48,605.65
Consolidated
35,044.76
63,811.42
Amalgamating
Company
(ACC)
Standalone
21,668.11
18,270.93
Consolidated
21,762.31
18,558.63
Particulars Revenue for
the financial
year 2024-
25		 Net Worth as
at March 31,
2025
Amalgamated
Company
(Ambuja)
Standalone 19,453.58 48,605.65
Consolidated 35,044.76 63,811.42
Amalgamating
Company
(ACC)
Standalone 21,668.11 18,270.93
Consolidated 21,762.31 18,558.63
2. Whether the transaction
would fall within related
party transactions? If yes,
whether the same is done
at “arm’s length”		 Yes. The Amalgamating Company is a subsidiary of
the Amalgamated Company, and is a related party
of the Amalgamated Company.
The transaction would fall within the purview of
the related party transactions as defined under the
SEBI Listing Regulations. 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

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
Exchange Ratio for the Scheme is based on the
joint valuation report dated December 22, 2025
issued by M/s GT Valuation Advisors Private
Limited and M/s BDO Valuation Advisory LLP,
Registered Valuers. M/s IDBI Capital Market &
Securities
Limited,
an
independent
SEBI
Registered Category 1 Merchant Banker has
provided the fairness opinion vide its report dated
December 22, 2025, on the fairness of the
aforesaid valuation.
3. Area of business of the
entity(ies)		 Amalgamated Company:
The Amalgamated 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.
Amalgamating Company:
The Amalgamating Company is one of India’s most
longstanding and prominent cement and building
materials company and is engaged in the business
of manufacturing and marketing of cement and
ready-mix concrete, serving diverse customers
across residential, infrastructure, commercial, and
industrial construction sectors.
Both
the
Amalgamating
Company
and
the
Amalgamated Company are part of the Adani group
Companies.
4. Rationale
for
amalgamation/merger		 The rationale for the amalgamation is inter alia:
•
The Amalgamated Company is among India’s
leading cement manufacturers, with installed
capacity across India. The Amalgamating
Company
is
also
engaged
in
cement
manufacturing
with
capacities
that
strategically complement and enhance the
manufacturing footprint of the Amalgamated
Company. The Amalgamated Companyis the

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
Promoter of the Amalgamating Company and
holds 50.05% of the paid-up equity share
capital of the Amalgamating Company. As both
the companies are under the same line of
business, the amalgamation will enable the
Amalgamated Company to assume complete
ownership and direction of the Amalgamating
Company’s business for long-term strategic
alignment. The proposed amalgamation will
combine the operations of both companies,
driving
focused
growth,
operational
efficiencies,
and
significant
business
synergies. Furthermore, the resulting corporate
structure will enhance agility and strengthen
the overall business ecosystem of the merged
entity.
•
The amalgamation will unify manufacturing
and commercial functions, optimize resource
allocation, and streamline the group’s structure
by reducing multiple entities in the same line of
business. This integration will enable faster
decision-making,
smoother
execution
of
production plans, and stronger operational
discipline enhancing agility and efficiency
across the combined network.
•
The amalgamation will enable to deploy its
financial,
managerial,
and
operational
resources more effectively. With all resources
under the management of a single entity, both
allocation and utilization can be optimized to
support the Amalgamated Company’s strategic
objectives.
•
By pooling financial, operational, and logistical
resources, the merged entity will unlock
economies of scale. Coupled with a unified
market
approach
and
efficient
capital
deployment,
these
synergies
will
boost
profitability, strengthen competitiveness, and
deliver superior long-term value and benefits to
shareholders and other stakeholders.

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
•
The amalgamation is in alignment with the
Amalgamated Company’s long-term vision of
consolidation and sustainable growth. Over
time, the unified structure is expected to
generate increased value for shareholders,
supporting Amalgamated Company’s ongoing
commitment to delivering sustainable returns.
5. In
case
of
cash
consideration – amount or
otherwise share exchange
ratio;		 No cash consideration is involved in the Scheme.
Upon the Scheme becoming effective, the
Amalgamated Company will issue and allot to the
equity shareholders of the Amalgamating Company
(other than the Amalgamated Company), 328
(Three Hundred and Twenty-Eight) equity Shares
of the face value of Rs. 2/- (Rupees two) each
credited as fully paid-up, for every 100 (One
Hundred) equity shares of the face value of Rs. 10/-
(Rupees
ten)
each
fully
paid-up
held
by
shareholders in the Amalgamating Company, as
more particularly set out in the Scheme.
6. Brief details of change in
shareholding pattern (if
any) of listed entity		 Amalgamated Company:
Category No. of Shares
& % of holding
(Pre-
arrangement)		 No. of Shares &
% of holding
(post-
*arrangement) **
Promoter
/
Promoter
Group		 167,20,81,052
(67.65%)		 171,29,91,859
(61.63%)
Public
Shareholding		 79,84,18,494
(32.30%)		 106,51,81,996
(38.32%)
GDR 13,23,932
(0.05%)		 13,23,932
(0.05%)
Total 247,18,23,478 277,94,97,787

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
the respective board of directors of the aforesaid
companies on December 17, 2024. The said Sanghi
Merger Scheme is subject to necessary statutory
and regulatory approvals under the applicable laws,
including approval of the National Company Law
Tribunal, Ahmedabad Bench.
Upon the Sanghi Merger Scheme becoming
effective, the Transferee Company will issue and
allot to the equity shareholders of the Transferor
Company SIL (other than the Transferee Company),
12 Transferee Company Shares of the face value of
Rs. 2/- (Rupees two) each credited as fully paid-up,
for every 100 equity shares of the face value of Rs.
10/- (Rupees ten) each fully paid-up held by
shareholders in the Transferor Company SIL, as
determined by the independent valuer.
Given that the Sanghi Merger Scheme has not yet
become effective, the shareholding pattern (post
arrangement) of the Amalgamated Company as
disclosed above, does not account for the increase
in share capital that would arise from the issuance
of shares under the Sanghi Merger Scheme.
Note 2:
A separate Scheme of Arrangement between
Penna Cement Industries Limited (“Transferor
Company PCIL”) and Ambuja Cements Limited
(“Transferee Company”) and their respective
shareholders (“Penna Cement Merger Scheme”)
has been approved by the respective board of
directors of the aforesaid companies on December
17, 2024. The said Penna Cement Merger Scheme
is subject to necessary statutory and regulatory
approvals under the applicable laws, including
approval of the National Company Law Tribunal,
Ahmedabad Bench.
Upon the Penna Cement Merger Scheme becoming
effective, the Transferee Company will pay
consideration, to the equity shareholders of the
Transferor
Company
PCIL
(other
than
the

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
Transferee Company) whose names are recorded in
the register of members on the Record Date, 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 by them in the
Transferor Company PCIL, as determined by the
independent valuer.
Since, there will be no fresh issue of shares under
the Penna Cement Merger Scheme, there will be no
change in the shareholding pattern of the
Transferee Company (post amalgamation) as
disclosed above.
Amalgamating Company:
Category
No. of Shares
& % of holding
(Pre-
arrangement)
No. of Shares
& % of
holding
(post-
arrangement)*
Promoter
/
Promoter
Group
10,64,56,927
(56.69%)
Nil
Public
Shareholding
8,13,30,336
(43.31%)
Nil
Total
18,77,87,263
Nil
Category No. of Shares
& % of holding
(Pre-
arrangement)		 No. of Shares
& % of
holding
(post-
*arrangement) **
Promoter
/
Promoter
Group		 10,64,56,927
(56.69%)		 Nil
Public
Shareholding		 8,13,30,336
(43.31%)		 Nil
Total 18,77,87,263 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 Amalgamation of Orient Cement Limited (“Transferor Company” or “OCL”) with Ambuja Cements Limited (“Transferee Company” or “Ambuja”)

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.		 The Transferor Company is a subsidiary of the
Transferee Company. The brief details of the
turnover and size of the entities are as follows:
(Rs. In Crore)
Particulars
Revenue for
the financial
year 2024-
25
Net Worth as
at March 31,
2025
Transferee
Company
(Ambuja)
Standalone
19,453.58
48,605.65
Consolidated
35,044.76
63,811.42
Transferor
Company
(OCL)
Standalone
2,708.83
1,807.91
Consolidated
N.A.
N.A.
Particulars Revenue for
the financial
year 2024-
25		 Net Worth as
at March 31,
2025
Transferee
Company
(Ambuja)
Standalone 19,453.58 48,605.65
Consolidated 35,044.76 63,811.42
Transferor
Company
(OCL)
Standalone 2,708.83 1,807.91
Consolidated N.A. N.A.
2. Whether the transaction
would fall within related
party transactions? If yes,
whether the same is done
at “arm’s length”		 Yes. The Transferor Company is a subsidiary of
the Transferee Company, and is a related party of
the Transferee Company.
The transaction would fall within the purview of
the related party transactions as defined under
the SEBI Listing Regulations. 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

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
joint valuation report dated December 22, 2025
issued by M/s GT Valuation Advisors Private
Limited and M/s BDO Valuation Advisory LLP,
Registered Valuers. M/s IDBI Capital Market &
Securities
Limited,
an
independent
SEBI
Registered Category 1 Merchant Banker has
provided the fairness opinion vide its report dated
December 22, 2025, on the fairness of the
aforesaid valuation.
3. Area of business of the
entity(ies)		 Transferee Company:
The Transferee 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.
Both the Transferor Company and the Transferee
Company are part of the Adani group Companies.
4. Rationale
for
amalgamation/merger		 The rationale for the amalgamation is inter alia:
•
The Transferee Company is among India’s
leading cement manufacturers, with installed
capacity
across
India.
The
Transferor
Company
is
also
engaged
in
cement
manufacturing, with capacities concentrated
in West and South India.
•
The Transferee Company is the promoter of
the Transferor Company and holds 72.66% of
the paid-up equity share capital of the
Transferor Company. As both the companies
are under the same line of business, the
amalgamation will enable the Transferee
Company to assume complete ownership and
direction
of
the
Transferor
Company’s

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
business for long-term strategic alignment.
The proposed amalgamation will combine the
operations
of
both
companies,
driving
focused growth, operational efficiencies, and
significant business synergies. Furthermore,
the resulting corporate structure will enhance
agility and strengthen the overall business
ecosystem of the merged entity.
•
The amalgamation will unify manufacturing
and commercial functions, optimize resource
allocation,
and
streamline
the
group’s
structure by reducing multiple entities in the
same line of business. This integration will
enable faster decision-making, smoother
execution of production plans, and stronger
operational discipline enhancing agility and
efficiency across the combined network.
•
By
pooling
financial,
operational,
and
logistical resources, the merged entity will
unlock economies of scale. Coupled with a
unified market approach and efficient capital
deployment,
these
synergies
will
boost
profitability, strengthen competitiveness, and
deliver superior long-term value and benefits
to shareholders and other stakeholders.
5. In
case
of
cash
consideration – amount or
otherwise share exchange
ratio;		 No cash consideration is involved in the Scheme.
Upon the Scheme becoming effective, the
Transferee Company will issue and allot to the
equity shareholders of the Transferor Company
(other than the Transferee Company), 33 (Thirty-
Three) equity shares of the face value of Rs. 2/-
(Rupees two) each credited as fully paid-up, for
every 100 (One Hundred) equity shares of the
face value of Re. 1/- (Rupee one) each fully paid-
up held by shareholders in the Transferor
Company, as more particularly set out in the
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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Sr. No. Particulars Details Details
6. Brief details of change in
shareholding
pattern
(if
any) of listed entity		 Transferee Company:
Category No. of Shares &
% of holding
(Pre-
arrangement)		 No. of Shares &
% of holding
(post-
*arrangement) **
Promoter
/
Promoter
Group		 167,20,81,052
(67.65%)		 167,20,81,052
(67.15%)
Public
Shareholding		 79,84,18,494
(32.30%)		 81,69,53,652
(32.80%)
GDR 13,23,932
(0.05%)		 13,23,932
(0.05%)
Total 247,18,23,478 249,03,58,636

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
issuance of shares under the Sanghi Merger
Scheme.
Note 2:
A separate Scheme of Arrangement between
Penna Cement Industries Limited (“Transferor
Company PCIL”) and Ambuja Cements Limited
(“Transferee Company”) and their respective
shareholders (“Penna Cement Merger Scheme”)
has been approved by the respective board of
directors
of
the
aforesaid
companies
on
December 17, 2024. The said Penna Cement
Merger Scheme is subject to necessary statutory
and regulatory approvals under the applicable
laws, including approval of the National Company
Law Tribunal, Ahmedabad Bench.
Upon the Penna Cement Merger Scheme
becoming effective, the Transferee Company will
pay consideration, to the equity shareholders of
the Transferor Company PCIL (other than the
Transferee Company) whose names are recorded
in the register of members on the Record Date,
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 by them in the
Transferor Company PCIL, as determined by the
independent valuer.
Since, there will be no fresh issue of shares under
the Penna Cement Merger Scheme, there will be
no change in the shareholding pattern of the
Transferee Company (post amalgamation) as
disclosed above.
Transferor Company:
Category
No. of Shares
& % of holding
(Pre-
arrangement)
No. of Shares
& % of
holding
(post-
arrangement)*
Promoter
/
Promoter
Group
14,92,92,730
(72.66%)
Nil
Category No. of Shares
& % of holding
(Pre-
arrangement)		 No. of Shares
& % of
holding
(post-
*arrangement) **
Promoter
/
Promoter
Group		 14,92,92,730
(72.66%)		 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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Sr. No. Particulars Details
Public
Shareholding		 5,61,67,143
(27.34%)		 Nil
Total 20,54,59,873 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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