Ambuja Cements board clears merger with ACC, Orient: Here's how shares will be issued

Ambuja Cements has moved to consolidate its cement businesses, with the company's board approving two separate Schemes of Amalgamation to merge ACC Limited and Orient Cement Limited into Ambuja Cements, creating what it calls a single consolidated "One Cement Platform".

In a statement, Ambuja Cements, part of the Adani Group, said the board approvals mark "a significant development for India's cement sector". "In a significant development for India's cement sector, Ambuja Cements Limited, part of the Adani Group, has received approval for two separate Schemes of Amalgamation from its Board of Directors to merge ACC Limited and Orient Cement Limited, establishing a single consolidated ‘One Cement Platform’," the company said.

Ambuja said the proposed merger would create a "pan-India cement powerhouse" and deliver "operational synergistic benefits by optimising manufacturing and logistics networks, streamlining corporate structure, strengthening balance sheet and facilitating efficient capital allocation to support growth and bolster market leadership."

The company said the amalgamation would simplify and rationalise the network, branding, and sales promotion-related spends, helping to optimise costs and improve margin by at least Rs 100 PMT (Per Metric Tonne), and facilitate the achievement of targeted cost, margin expansion, and growth metrics.

Ambuja also detailed the share swap ratios for shareholders of the merging entities. "For every 100 equity shares of ACC with a face value of Rs. 10/- each, Ambuja will issue 328 equity shares with a face value of Rs. 2/- each, to eligible shareholders of ACC."

"For every 100 equity shares of Orient Cement with a face value of Re. 1/- each, Ambuja Cements will issue 33 equity shares with a face value of Rs. 2/- each, to eligible shareholders of Orient Cement."

The company said the transaction, subject to requisite approvals, is expected to be completed over the next 1 year.

Commenting on the move, Karan Adani, Non-Executive Director at Ambuja Cements, said the consolidation marks a structural shift in the group's cement business.

"This consolidation represents a transformational step in building a globally competitive, integrated cement and building materials organisation. By bringing Ambuja Cements, ACC, and Orient Cement under a single corporate structure, we are strengthening our ability to drive operational excellence, accelerate growth, and deliver sustainable long-term value," he said.

"This merger builds on our already proven track record to further position the business to drive efficiency and productivity. A robust and resilient balance sheet positions the unified strong entity to effectively support future growth initiatives," he added.

Ambuja said the merger would unlock operational and financial synergies by optimising manufacturing and logistics and enabling efficient capital deployment, supporting profitability, capacity expansion, and long-term shareholder returns.

The company said the simplified structure would eliminate duplication and reduce administrative costs, adding that there will be no specific MSA required with ACC, Orient, Penna & Sanghi as these subsidiaries will become an integral part of Ambuja Cements.

It said the move aligns with Ambuja Cements' plan to raise cement production capacity from 107 MTPA (Million Tonnes Per Annum) to 155 MTPA by FY28, supported by what it described as a strong and debt-free balance sheet.

The company also said shareholders would gain "direct participation in a stronger, more agile, and future-ready leader in the cement industry", while the established Ambuja and ACC brands would continue to operate as usual in their respective markets.

Ambuja added that the Schemes of Amalgamation of Sanghi Industries and Penna Cement with Ambuja are at different stages of approval, and that post-approvals, stakeholders would engage with "a single, unified company". The merged entity, it said, would also benefit from "a consolidated ESG framework to accelerate renewable energy adoption, low-carbon cement solutions, and sustainable practices".