The National Company Law Tribunal (NCLT), Ahmedabad Bench, on July 29, 2026, directed ACC Limited and Ambuja Cements Limited to convene separate equity shareholder meetings on September 29, 2026, to approve the proposed Scheme of Amalgamation. This regulatory milestone advances the merger of ACC Limited into Ambuja Cements Limited, enabling the unified entity to streamline operations and unlock economies of scale. The order, passed under Sections 230 to 232 of the Companies Act, 2013, follows earlier disclosures on December 22, 2025, and June 4, 2026.

Meeting Schedule and Structure

Both companies will hold their respective equity shareholder meetings through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Voting will be conducted via remote e-voting and e-voting during the VC/OAVM sessions, in compliance with Ministry of Corporate Affairs (MCA) circulars. Key details are outlined below:

The cut-off date for determining shareholder eligibility to vote is September 22, 2026, while the record date for dispatch of notices is August 14, 2026.

Scheme Overview and Financial Position

The proposed scheme envisages merging ACC Limited with and into Ambuja Cements Limited as a going concern, effective from the Appointed Date of January 1, 2026. Upon effectiveness, ACC Limited will be dissolved without winding up, and new equity shares of Ambuja Cements Limited will be issued to ACC Limited shareholders per the Share Exchange Ratio. Valuation reports were jointly issued by GT Valuation Advisors Pvt. Ltd. and BDO Valuation Advisory LLP on December 22, 2025. Fairness opinions were provided by SBI Capital Markets Ltd. and IDBI Capital Markets Ltd. & Securities Ltd., also dated December 22, 2025.

As of March 31, 2026, the financial standing of both companies is:

Upon the scheme's effectiveness, the Amalgamated Company is expected to have an excess of assets over liabilities of ₹69,072.53 Crore (expected, based on March 31, 2026).

Regulatory Compliance and Rationale

The NCLT noted that the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) issued observation letters on June 4, 2026, granting necessary permissions. The draft scheme was hosted on company and exchange websites from January 1, 2026, open for public complaints. A total of 3 complaints were received by each company, all duly responded to. Complaint reports were filed with NSE and BSE on February 5, 2026. The NCLT directed that the scheme must be approved by a majority of public shareholders, with votes cast in favor exceeding votes cast against, per the SEBI Schemes Master Circular dated June 20, 2023.

The applicant companies cited strategic rationales for the merger:

• Operational Integration: Unification of manufacturing and commercial functions to optimize resource allocation.
• Economies of Scale: Pooling financial, operational, and logistical resources to unlock efficiencies.
• Strategic Alignment: Enabling Ambuja Cements to assume complete ownership and direction of ACC Limited's business.
• Corporate Simplification: Reducing multiple entities in the same line of business for faster decision-making.

The NCLT's Company Application CA(CAA)/33(AHM)/2026 was allowed by Bench comprising Mr. Shammi Khan, Member (Judicial), and Mr. Sanjeev Sharma, Member (Technical).

Ambuja Cements reported a consolidated net profit of ₹660 crore for the quarter ended June 30, 2026, a 37% decline from ₹1,041 crore in the same period last year. The drop reflects softer demand and lower realization rates in key markets, impacting overall profitability despite cost containment measures. Consolidated revenue from operations stood at ₹9,500 crore, down 8% year-on-year from ₹10,289 crore.

The Board of Directors approved the unaudited financial results at its meeting held on July 28, 2026, in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were subsequently published in Financial Express newspapers on July 29, 2026, as mandated under Regulation 47. Statutory auditors Deloitte Haskins & Sells LLP issued a limited review report with an unmodified opinion on the standalone and consolidated figures.

Financial Performance

Consolidated earnings per share (EPS) were ₹2.32, compared to ₹3.53 in Q1FY26. Standalone net profit after tax was ₹504 crore, down from ₹797 crore in the prior year period. Standalone revenue from operations decreased to ₹6,328 crore from ₹6,148 crore, showing a modest 3% increase year-on-year, indicating divergent trends between group and entity-level performance.

What the Numbers Show

The divergence between standalone and consolidated results warrants attention. While standalone revenue grew slightly by 3% year-on-year, consolidated revenue contracted by 8%. This suggests that associate companies or joint ventures contributed to the overall revenue decline. Additionally, the sharp fall in consolidated net profit (37%) versus the more moderate standalone decline (37%) indicates consistent pressure across the group structure, with no significant offsetting gains from investments or other income sources.

Profit before tax for the consolidated entity was ₹848 crore, down from ₹1,427 crore in Q1FY26. The effective tax rate remained stable, but the absolute tax provision decreased due to lower taxable income. Equity share capital increased marginally to ₹497 crore from ₹493 crore in the previous year, reflecting minor issuances or adjustments.