Orient Cement received observation letters with 'no adverse objection' from BSE and 'no objection' from NSE on June 04, 2026, regarding its Scheme of Amalgamation with Ambuja Cements. The scheme, approved by the Board of Directors on December 22, 2025, involves the amalgamation of Orient Cement Limited as the Transferor Company with Ambuja Cements Limited as the Transferee Company under Sections 230 to 232 of the Companies Act, 2013. The exchanges' observations allow the company to proceed with filing the scheme before the National Company Law Tribunal (NCLT), subject to compliance with specified conditions.

SEBI and Exchange Conditions

The observation letters incorporate comments from SEBI, dated June 04, 2026, which mandate comprehensive disclosures to shareholders. The listed entities must disclose all details of ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the companies, their promoters, and directors. Additionally, any additional information submitted to the exchanges post-filing must be displayed on the companies' websites.

Key Disclosure Requirements

The exchanges have outlined specific disclosures that must be included in the explanatory statement sent to shareholders. These include:

• Details of assets, liabilities, net worth, and revenue of the companies involved, pre and post-scheme.
• Impact of the scheme on the revenue-generating capacity of the listed entity.
• Need, rationale, and synergies of the business, along with a cost-benefit analysis.
• Valuation details, including projections and justification for growth rates considered.
• Revised shareholding patterns pre and post-scheme.
• Report on unpaid dues and details of complaints received regarding the scheme.

Financial and Procedural Compliance

The entities must ensure that the financials used in the scheme, including those for the valuation report, are not older than six months. All liabilities of the Transferor Company must be transferred to the Transferee Company. The exchanges also stipulated that any equity shares issued under the scheme must be in demat form and that no changes to the draft scheme can be made without specific written consent from SEBI, unless mandated by regulators.

Validity and Next Steps

The observation letters from both BSE and NSE are valid for six months from June 04, 2026. Orient Cement must submit the scheme to the NCLT within this period. The exchanges reserved the right to withdraw their 'no adverse observation' or 'no objection' if the information provided is found to be incomplete, incorrect, misleading, or false. The company is also required to file a compliance status report on the NEAPS platform confirming adherence to all points in the observation letter.

Orient Cement Limited has fixed Friday, June 12, 2026, as the record date to determine shareholder entitlement for a dividend of 50%, or ₹0.50 per equity share, for the financial year ended March 31, 2026. The dividend, subject to approval at the upcoming Annual General Meeting (AGM), will be paid on or after Wednesday, July 1, 2026. The company has scheduled its 15th AGM for Friday, June 26, 2026, at 04:30 p.m. IST through Video Conferencing and Other Audio Visual Means (OAVM).

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has submitted the Integrated Annual Report containing the Notice of AGM and Business Responsibility and Sustainability Report for FY 2025-26. The report is being sent only through electronic mode to members who have registered their email addresses with the company or their depositories. The Integrated Annual Report has also been uploaded to the company’s website at www.orientcement.com .

Meeting Details and Documentation

The electronic copy of the notice convening the 15th AGM, which includes the procedure and instructions for e-voting, along with the Annual Report for FY 2025-26, will be sent to members whose email addresses are registered with the company or their depository participants. Members who have not registered their email addresses are advised to do so at the earliest. For shares held in dematerialised form, members must register with their Depository Participants. For physical shares, members can register by writing to the company's Registrar and Share Transfer Agent, KFin Technologies Limited, providing necessary details such as folio number and self-attested copies of PAN and Aadhar cards.

Key Information for Shareholders

The company will provide facilities for members to exercise their voting rights by electronic means. Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (LODR) Regulations, 2015, shareholders can cast votes via remote e-voting provided by NSDL. The voting rights of shareholders shall be in proportion to the equity shares held by them in the paid-up equity share capital of the company as on Friday, June 19, 2026. Detailed instructions regarding the process for e-voting and participation in the AGM will be included in the notice convening the meeting.