Ambuja Cements Limited shareholders have overwhelmingly approved the proposed scheme of arrangement with Penna Cement Industries Limited at the NCLT-convened meeting held on December 30, 2025. The meeting, conducted through video conferencing at 11:00 a.m. IST, was chaired by Hon'ble Justice (Retd.) Kalpesh Jhaveri as directed by the National Company Law Tribunal (NCLT) Ahmedabad.

Shareholder Meeting Details

Voting Results and Approval

The resolution received requisite statutory majority from both overall shareholders and public shareholders as required under the Companies Act 2013 and SEBI Schemes Master Circular. The voting was conducted through remote e-voting from December 26-29, 2025, and e-voting during the meeting.

Overall Voting Statistics

Board and Management Participation

Several key directors attended the meeting including Chairman Mr. Gautam S Adani, Mr. Karan Adani, Managing Director Mr. Ajay Kapur, and Wholetime Director & CEO Mr. Vinod Bahety. Independent Directors Mr. Rajnish Kumar, Mr. Maheswar Sahu, and Mr. Praveen Garg also participated in the proceedings. Mr. Ameet Desai and Ms. Purvi Sheth were unable to attend due to personal commitments.

Regulatory Framework and Compliance

The meeting was convened pursuant to NCLT orders dated October 31, 2025 and November 19, 2025. The company received 4 authorizations from promoters/promoter group holding approximately 167.20 crore shares representing 67.68% of the paid-up share capital. Central Depository Services (India) Limited facilitated the video conferencing and e-voting processes.

E-voting Process Details

Merger Background

The amalgamation involves Penna Cement Industries Limited (transferor company) merging with Ambuja Cements Limited (transferee company). Ambuja Cements had previously acquired 99.94% of Penna Cement's paid-up equity share capital, making this merger a strategic consolidation move.

Financial Standing

Regulatory Compliance

The company has fulfilled all regulatory requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results have been submitted in prescribed formats under both the Companies Act 2013 and SEBI Schemes Master Circular dated June 20, 2023. Company Secretary Manish Mistry signed the regulatory filings digitally on December 30, 2025.

With shareholders' approval secured, this merger represents a significant consolidation in the Indian cement industry, strengthening Ambuja Cements' market position and operational capabilities.

Ambuja Cements Limited , a major player in the Indian cement industry, has announced its intention to seek shareholder approval for material related party transactions (RPTs) with its subsidiary Penna Cement Industries Limited (PCIL) and between PCIL and ACC Limited for the financial year 2025-26.

Proposed Transactions

The company has issued a postal ballot notice outlining two key resolutions:

1. Approval for RPTs between Ambuja Cements and PCIL, valued at ₹1,500 crore.
2. Approval for RPTs between PCIL and ACC Limited, valued at ₹2,800 crore.

These transactions encompass a wide range of activities, including:

• Purchase and sale of cement, clinker, and raw materials
• Exchange of spare parts and power
• Provision of various services

Rationale Behind the Transactions

The proposed RPTs are aimed at leveraging synergies within the group following Ambuja's acquisition of PCIL in August 2024. Key benefits include:

• Expanded network and strengthened market presence
• Improved supply chain efficiency and geographical reach
• Enhanced customer service and market competitiveness
• Optimized logistics and better asset utilization

Capacity Utilization Improvement

Since Ambuja's acquisition, PCIL has seen significant improvements in its operational efficiency:

Approval Process and Timeline

The e-voting period for shareholders to cast their votes on these resolutions is scheduled as follows:

• Start Date: October 31, 2025
• End Date: November 29, 2025

The Audit Committee and Board of Directors have already approved these transactions, which are stated to be conducted at arm's length and in the ordinary course of business.

Compliance and Transparency

In line with regulatory requirements, Ambuja Cements has provided detailed information about the proposed transactions, including their nature, value, and justification. The company has also obtained an arm's length opinion from an independent external firm to ensure compliance with regulatory standards.

As the cement industry continues to grow, driven by infrastructure development and urbanization, these strategic transactions are positioned to enhance Ambuja Cements' operational flexibility and market responsiveness. Shareholders will play a crucial role in determining the approval of these significant related party transactions, which could shape the company's operational dynamics in the coming financial year.