Adani Group-owned Ambuja Cements gets NCLT nod to merge Sanghi Industries
The approval follows Ambuja Cements’ acquisition of a controlling 56.74% stake in Sanghi Industries in August 2023, marking Adani’s first major deal in the cement sector after acquiring Ambuja and ACC in 2022.
- Feb 9, 2026,
- Updated Feb 9, 2026 6:43 PM IST
The Ahmedabad Bench of the National Company Law Tribunal (NCLT) has cleared the proposed merger of Sanghi Industries Limited with Ambuja Cements Limited, a crucial step in Adani Group’s rapid consolidation of its cement business.
Ambuja Cements, part of the Adani Group, informed the exchanges on February 9, 2026, that the NCLT has sanctioned the Scheme of Arrangement between the two companies. The appointed date for the merger is April 1, 2024. The scheme will become effective once all procedural formalities are completed and statutory filings are made.
Merger to unlock scale & synergies
With the merger now approved, Sanghi’s assets, liabilities, and authorised capital will be fully absorbed into Ambuja Cements. The company stated that the consolidation will enable better resource utilisation, cost efficiencies, elimination of overlapping functions, and improved shareholder value.
Ambuja clarified that the transfer of Sanghi’s financials will take place at carrying values in the standalone books of Ambuja, as per the Companies Act and applicable accounting standards.
Additionally, the merger facilitates the reclassification of the Promoter and Promoter Group shareholding in Ambuja to the ‘public’ category, in compliance with SEBI’s disclosure and listing regulations. Both BSE and NSE issued no-objection letters, and SEBI raised no concerns over the reclassification.
Regulatory clarifications addressed
In response to queries from the Regional Director and Registrar of Companies, the companies clarified that the merger has no linkage with the previously proposed Penna Cement Scheme. The tribunal noted that all statutory obligations, including shareholder approvals, tax compliance, and regulatory filings, have been duly met.
Ambuja has committed to filing the certified copy of the order with the Registrar of Companies within 30 days, in line with Section 232(5) of the Companies Act, 2013. The company said it would notify exchanges once the scheme becomes effective.
Acquisition of Sanghi Industries
The approval follows Ambuja Cements’ acquisition of a controlling 56.74% stake in Sanghi Industries in August 2023, marking Adani’s first major deal in the cement sector after acquiring Ambuja and ACC in 2022. The Sanghi buyout was aimed at strengthening the group’s manufacturing footprint in western India, especially Gujarat, and securing access to Sanghi’s valuable limestone reserves and port infrastructure.
Sanghi Industries owns a 6.1 million tonnes per annum integrated cement plant in Kutch, Gujarat, along with a captive power plant and a captive jetty. These assets are expected to significantly bolster Ambuja’s production capacity and coastal distribution efficiency.
The merger is a key element in Adani Group’s ambition to become India’s largest cement player, targeting a capacity of 140 million tonnes per annum by 2028. With Sanghi’s integration, Ambuja is set to accelerate this growth, leveraging coastal infrastructure and regional synergies to deepen market penetration.
Ambuja Q3 performance
Ambuja Cements Ltd reported an 86% year-on-year drop in consolidated net profit to ₹367 crore for the quarter ended December 31, 2025, compared to ₹2,663 crore in the same period last year.
The steep decline was driven by a surge in operating expenses. Power and fuel, along with freight and forwarding costs, rose sharply to ₹4,970 crore from ₹4,105 crore a year ago. The company also took a one-time charge of ₹107 crore related to the implementation of new labour codes, further weighing on the bottom line.
Operating performance was similarly impacted, with EBITDA falling 21% year-on-year to ₹1,353 crore, down from ₹1,712 crore. Revenue from operations, however, rose 20% to ₹10,180 crore, up from ₹8,498 crore in Q3FY25, supported by strong volume growth.
Ambuja posted its highest-ever quarterly cement volumes at 18.9 million tonnes, a 16.6% rise over the 16.2 million tonnes recorded in the same quarter last year.
Shares of Ambuja Cements ended the day at Rs 542.70, up 2.5% from its previous close.
The Ahmedabad Bench of the National Company Law Tribunal (NCLT) has cleared the proposed merger of Sanghi Industries Limited with Ambuja Cements Limited, a crucial step in Adani Group’s rapid consolidation of its cement business.
Ambuja Cements, part of the Adani Group, informed the exchanges on February 9, 2026, that the NCLT has sanctioned the Scheme of Arrangement between the two companies. The appointed date for the merger is April 1, 2024. The scheme will become effective once all procedural formalities are completed and statutory filings are made.
Merger to unlock scale & synergies
With the merger now approved, Sanghi’s assets, liabilities, and authorised capital will be fully absorbed into Ambuja Cements. The company stated that the consolidation will enable better resource utilisation, cost efficiencies, elimination of overlapping functions, and improved shareholder value.
Ambuja clarified that the transfer of Sanghi’s financials will take place at carrying values in the standalone books of Ambuja, as per the Companies Act and applicable accounting standards.
Additionally, the merger facilitates the reclassification of the Promoter and Promoter Group shareholding in Ambuja to the ‘public’ category, in compliance with SEBI’s disclosure and listing regulations. Both BSE and NSE issued no-objection letters, and SEBI raised no concerns over the reclassification.
Regulatory clarifications addressed
In response to queries from the Regional Director and Registrar of Companies, the companies clarified that the merger has no linkage with the previously proposed Penna Cement Scheme. The tribunal noted that all statutory obligations, including shareholder approvals, tax compliance, and regulatory filings, have been duly met.
Ambuja has committed to filing the certified copy of the order with the Registrar of Companies within 30 days, in line with Section 232(5) of the Companies Act, 2013. The company said it would notify exchanges once the scheme becomes effective.
Acquisition of Sanghi Industries
The approval follows Ambuja Cements’ acquisition of a controlling 56.74% stake in Sanghi Industries in August 2023, marking Adani’s first major deal in the cement sector after acquiring Ambuja and ACC in 2022. The Sanghi buyout was aimed at strengthening the group’s manufacturing footprint in western India, especially Gujarat, and securing access to Sanghi’s valuable limestone reserves and port infrastructure.
Sanghi Industries owns a 6.1 million tonnes per annum integrated cement plant in Kutch, Gujarat, along with a captive power plant and a captive jetty. These assets are expected to significantly bolster Ambuja’s production capacity and coastal distribution efficiency.
The merger is a key element in Adani Group’s ambition to become India’s largest cement player, targeting a capacity of 140 million tonnes per annum by 2028. With Sanghi’s integration, Ambuja is set to accelerate this growth, leveraging coastal infrastructure and regional synergies to deepen market penetration.
Ambuja Q3 performance
Ambuja Cements Ltd reported an 86% year-on-year drop in consolidated net profit to ₹367 crore for the quarter ended December 31, 2025, compared to ₹2,663 crore in the same period last year.
The steep decline was driven by a surge in operating expenses. Power and fuel, along with freight and forwarding costs, rose sharply to ₹4,970 crore from ₹4,105 crore a year ago. The company also took a one-time charge of ₹107 crore related to the implementation of new labour codes, further weighing on the bottom line.
Operating performance was similarly impacted, with EBITDA falling 21% year-on-year to ₹1,353 crore, down from ₹1,712 crore. Revenue from operations, however, rose 20% to ₹10,180 crore, up from ₹8,498 crore in Q3FY25, supported by strong volume growth.
Ambuja posted its highest-ever quarterly cement volumes at 18.9 million tonnes, a 16.6% rise over the 16.2 million tonnes recorded in the same quarter last year.
Shares of Ambuja Cements ended the day at Rs 542.70, up 2.5% from its previous close.