Ambuja Cements Limited has announced a crucial meeting of its equity shareholders to consider and potentially approve a scheme of arrangement with Sanghi Industries Limited. The meeting, scheduled for November 20, 2025, at 1:00 PM IST, will be conducted via video conferencing (VC) or other audio-visual means (OAVM) in compliance with applicable laws and regulatory circulars.

Key Details of the Meeting

• Date and Time: Thursday, November 20, 2025, at 1:00 PM IST
• Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
• Purpose: To consider and approve the scheme of arrangement between Sanghi Industries Limited (Transferor Company) and Ambuja Cements Limited (Transferee Company)

Legal Framework and Approvals

The meeting has been convened as per the orders dated September 25, 2025, and October 9, 2025, issued by the National Company Law Tribunal, Ahmedabad Bench. The scheme of arrangement falls under Sections 230-232 of the Companies Act, 2013, and other applicable provisions.

Voting Process

1. Remote E-voting Period:

   • Starts: Saturday, November 15, 2025, at 3:00 PM IST
   • Ends: Wednesday, November 19, 2025, at 5:00 PM IST

2. Eligibility: Equity shareholders whose names appear in the register of members or list of beneficial owners as of Friday, November 14, 2025 (cut-off date) are eligible to vote.

3. Voting Rights: Proportional to the shareholders' stake in the paid-up equity share capital as of the cut-off date.

4. Approval Criteria:

   • Majority of persons representing three-fourths in value of equity shareholders voting through remote e-voting and e-voting during the meeting.
   • As per SEBI regulations, the scheme shall be acted upon only if the number of votes cast by public shareholders in favor exceeds those against it.

Important Information for Shareholders

• The notice of the meeting and related documents have been sent electronically to shareholders with registered email addresses.
• Physical attendance has been dispensed with, and no facility for proxy appointment is available.
• Justice (Retd.) Kalpesh Jhaveri will chair the meeting, with Justice (Retd.) S.H. Vora as the alternate chairman.
• Mr. Raimeen Maradiya has been appointed as the scrutinizer for the e-voting process.
• Shareholders can obtain meeting particulars from the company's registered office or its advocates until one day prior to the meeting.
• The results will be announced by Saturday, November 22, 2025.

Ambuja Cements has urged all eligible equity shareholders to participate in this important meeting and exercise their voting rights on the proposed scheme of arrangement with Sanghi Industries Limited.

Additional Corporate Updates

In related news, Ambuja Cements has also scheduled:

• An investors/analyst conference call on November 3, 2025, at 4:00 PM IST to discuss the unaudited financial results for the quarter ended September 30, 2025.
• A Board of Directors meeting on November 3, 2025, to consider and approve the unaudited financial results for the quarter and half-year ended September 30, 2025.

The company has noted that the trading window closure period will end 48 hours after the results are made public on November 3, 2025, as per the company's Code of Conduct for Prohibition of Insider Trading.

Shareholders and investors are advised to mark these dates and participate in the proceedings to stay informed about the company's strategic moves and financial performance.

Ambuja Cements , a prominent player in the Indian cement industry, is set to convene a crucial shareholder meeting as it navigates through a proposed merger and faces a tax credit challenge. The company has recently received directives from regulatory authorities on both fronts, signaling significant developments for its corporate structure and financial position.

Merger Proceedings with Sanghi Industries

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has instructed Ambuja Cements to hold a meeting of its equity shareholders on November 20, 2025, at 1:00 p.m. IST. This virtual meeting, to be conducted via video conference, will focus on the proposed amalgamation between Sanghi Industries Limited and Ambuja Cements Limited.

The merger proposal, initially disclosed by Ambuja Cements on December 17, 2024, is now moving forward to the shareholder approval stage. During the upcoming meeting, shareholders will have the opportunity to consider and vote on the arrangement, with the option to approve it with or without modifications.

Manish Mistry, Company Secretary & Compliance Officer of Ambuja Cements, confirmed the receipt of the NCLT order, stating, "The Company has received an Order today from the Hon'ble National Company Law Tribunal, Ahmedabad Bench, directing the Company to, inter alia, convene and hold a meeting of equity shareholders of the Company, through Video Conference/Other Audio Visual Means."

Tax Credit Dispute

In a separate development, Ambuja Cements is facing a challenge from tax authorities. The company has received an order from the Commissioner of Central Excise & CGST, Bhavnagar, disallowing Cenvat Credit (Input Tax Credit) and imposing penalties. The details of the order include:

• Disallowance of Cenvat credit amounting to Rs 21,96,26,568.00
• Imposition of interest on the disallowed credit
• A penalty equal to the disallowed credit amount, totaling an additional Rs 21,96,26,568.00

The tax credit dispute pertains to various services, including AMC Services, Business Auxiliary Services, Maintenance & Repair, Manpower Recruitment, Mobile Phone Services, Security Services, Technical Testing and Analysis, and Port-related Services at Muldwaraka.

Ambuja Cements has stated that it is "in the process of taking appropriate legal steps to file an appeal against the said order before the competent appellate authority." The company maintains that it does not foresee any material impact on its financial, operational, or other activities as a result of this order.

Looking Ahead

As Ambuja Cements prepares for the shareholder meeting on the Sanghi Industries merger, it simultaneously gears up to challenge the tax credit disallowance. These developments underscore the complex regulatory and financial landscape that major corporations navigate in India's dynamic business environment.

Investors and industry observers will be closely watching both the outcome of the merger vote and the resolution of the tax dispute, as these events could have significant implications for Ambuja Cements' future operations and financial standing in the competitive cement sector.