ACC receives exchanges nod for amalgamation with Ambuja Cements
ACC Limited received 'no adverse observations' from BSE and 'no objection' from NSE for its amalgamation with Ambuja Cements Limited on June 04, 2026. The exchanges issued the letters under Regulation 37 of SEBI LODR Regulations, valid for six months. SEBI mandated extensive disclosures regarding financials, legal proceedings, and shareholder impact to be included in the explanatory statement.

*this image is generated using AI for illustrative purposes only.
ACC Limited received observation letters with 'no adverse observations' from BSE and 'no objection' from NSE on June 04, 2026, regarding its Scheme of Amalgamation with Ambuja Cements Limited. The exchanges issued these responses under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scheme proposes the amalgamation of ACC Limited, the transferor company, with Ambuja Cements Limited, the transferee company, under Sections 230 to 232 of the Companies Act, 2013.
The validity of the observation letters is six months from June 04, 2026, within which the scheme must be submitted to the National Company Law Tribunal (NCLT). The exchanges reserved the right to withdraw their observations or raise objections if any information submitted is found to be incomplete, incorrect, misleading, or false, or for any contravention of regulations.
SEBI, via a letter dated June 03, 2026, provided specific comments that the companies must address. The market regulator mandated that the composite Scheme of Arrangement comply with Regulation 11 of SEBI LODR Regulations, 2015. It also required the disclosure of all details regarding ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the companies, their promoters, and directors before the NCLT and shareholders.
The companies must ensure that financials considered in the scheme are not older than six months from the date of the Stock Exchange NOC. Any equity shares issued pursuant to the scheme must be in demat form. The entities are prohibited from making changes to the draft scheme after filing it with the stock exchanges, except those mandated by regulators or authorities.
Disclosure Requirements
The exchanges directed that specific information be prominently disclosed in the explanatory statement sent to shareholders. These disclosures are intended to help public shareholders make informed decisions.
| Disclosure Requirement | Details |
|---|---|
| Scheme Explanation | A simple explanation of the scheme of arrangement. |
| Rationale | The rationale and objectives underlying the proposed scheme. |
| Shareholder Impact | Detailed explanation of the impact on shareholders, including dilution or change in rights. |
| Cost-Benefit Analysis | Anticipated benefits versus associated costs of the scheme. |
| Financials | Latest financials of ACC and Ambuja, not older than 6 months, hosted on websites and in the explanatory statement. |
| Shareholding Details | Promoter-wise and aggregate shareholding details before and after the scheme, and the change in public shareholding. |
| Valuation | Details of the Registered Valuer and Merchant Banker, methods used for the Share Exchange Ratio, and key assumptions. |
| Performance Metrics | Details of Revenue, PAT, and EBITDA of ACC and Ambuja for the last 3 financial years. |
| Asset Transfer | Value of assets and liabilities of ACC being transferred to Ambuja and the post-scheme balance sheet of Ambuja. |
| Legal Proceedings | Details of pending or ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the entities, promoters, and directors. |
The companies are required to incorporate the observations of SEBI and the stock exchanges into the petition filed before the NCLT. They must also disclose the No-Objection letter on their websites within 24 hours of receipt. The exchanges clarified that the submission of documents does not imply clearance or approval of the financial soundness of the scheme or the correctness of statements made therein.
Historical Stock Returns for ACC
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.01% | -5.31% | -5.01% | -26.59% | -28.12% | -33.37% |
How will the mandatory disclosure of ongoing enforcement actions against promoters and directors influence shareholder voting behavior?
What impact will the amalgamation have on the combined entity's market share and competitive positioning in the cement industry?
How might the requirement to use financials not older than six months affect the timeline for NCLT approval?


































