Shiva Cement Limited has approved a scheme of arrangement to merge with its parent, JSW Cement Limited. The move aims to consolidate the cement business and streamline operations.

The Board of Directors approved the scheme on September 29, 2026. The transaction involves the amalgamation of Shiva Cement (Transferor) with JSW Cement (Transferee). It is subject to shareholder approval and the sanction of the National Company Law Tribunal (NCLT), Mumbai Bench.

Share Exchange Ratio and Consideration

No cash consideration will be paid. Instead, equity shareholders of Shiva Cement (excluding JSW Cement) will receive new shares in JSW Cement based on a fixed ratio. The entire paid-up Optionally Convertible Cumulative Redeemable Preference Share Capital of Shiva Cement is held by JSW Cement and will be cancelled without allotment of new shares.

Financial Position of Entities

The scheme involves entities with significantly different financial scales. JSW Cement reported a turnover of ₹5,995.28 crore in FY26, while Shiva Cement reported ₹435.17 crore. Notably, Shiva Cement’s net worth stood at negative ₹30.08 crore as on March 31, 2026, necessitating the reorganization of reserves as part of the scheme.

Strategic Rationale

The amalgamation is designed to create synergies in business operations, including pooling financial, managerial, and technical resources. A key driver is the optimization of raw material procurement. Shiva Cement operates a clinker manufacturing facility in Sundargarh, Odisha, with a capacity of 1.32 million tonnes per annum (mtpa). Integrating this backward integration into JSW Cement’s operations is expected to reduce dependence on external clinker procurement and lower costs by avoiding third-party markups.

What the Numbers Show

The proposed restructuring includes adjusting the accumulated debit balance in Shiva Cement’s Retained Earnings against its Securities Premium Account (SPA). Post-restructuring, Shiva Cement’s Retained Earnings are likely to stand at negative ₹133.92 crore, with its SPA reduced to nil. This adjustment is intended to reflect a true and fair financial position prior to the merger. For JSW Cement, the Amalgamation Adjustment Deficit Account arising from the merger will be adjusted against its SPA, leaving the SPA at ₹4,335.67 crore.

Shiva Cement , part of the JSW Group, has expanded the operational scope of its Khatkurbahal (North) Block Limestone and Dolomite Mines in Odisha to commercially mine and sell dolomite at a capacity of 2.4 million tonnes per annum. The company received a modified Environmental Clearance and Consent to Operate from the State Pollution Control Board, Odisha, on July 28, 2026. This development unlocks a new merchant sales revenue stream by leveraging the mine's total dolomite resource of 89.09 million tonnes, of which 48.27 million tonnes is mineable. The move strengthens raw material security for the JSW Group ecosystem while diversifying Shiva Cement's income beyond cement.

The filing was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Ishika Sharma, Company Secretary & Compliance Officer, disclosed the approval in an intimation sent to BSE Limited. The consent confirms compliance with environmental norms under section 25/26 of the Water (Prevention & Control of Pollution) Act, 1974, and section 21 of the Air (Prevention & Control of Pollution) Act, 1981.

Operational Details

The expanded scope allows Shiva Cement to undertake mining and sales of dolomite, a critical input for steel, cement, glass, and refractories industries. Key parameters of the approval are outlined below:

Strategic Impact

Manoj Kumar Rustagi, Whole-time Director & CEO of Shiva Cement, stated that the expanded scope allows the company to unlock value from an existing mineral resource while maintaining full environmental compliance. He noted that commercialising 2.4 million tonnes of dolomite annually adds a new revenue stream and deepens the company's presence in Odisha's mineral economy.

Shiva Cement operates its clinker manufacturing facility at the border of Odisha, Chhattisgarh, and Jharkhand, providing proximity to raw materials. In FY26, the company commissioned a 1.0 MTPA cement grinding unit at Sambalpur, Odisha, through a commercial arrangement with Bhushan Power and Steel Limited, aiming to meet regional demand growth.

What the Numbers Show

The ability to mine 2.4 million tonnes annually against a mineable reserve of 48.27 million tonnes indicates a resource life exceeding 20 years at current capacity, ensuring long-term operational stability for this new segment. This expansion complements the company's recent capital expenditure on the Sambalpur grinding unit, suggesting a dual strategy of securing raw material inputs while expanding finished product capacity in eastern India.