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 has issued a clarification to BSE Limited regarding the significant increase in trading volume of its equity shares. The response came following an inquiry from the stock exchange seeking explanation for the unusual market activity.

Company's Response to Volume Surge

In its official communication to BSE, the cement manufacturer explained that the movement in share volume is purely market-driven and attributed to prevailing market conditions. Ambuja Cements emphasized that its management neither has control over nor possesses specific knowledge regarding the factors contributing to the recent surge in trading volume.

Regulatory Compliance Commitment

Ambuja Cements reaffirmed its dedication to maintaining transparency and regulatory compliance. The company stated it has consistently made disclosures in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and will continue to fulfill its obligations under agreements with stock exchanges.

The communication was signed by Manish Mistry, Company Secretary and Compliance Officer, from the company's registered office in Ahmedabad, Gujarat. This clarification demonstrates Ambuja Cements' proactive approach to addressing market inquiries and maintaining investor confidence through transparent communication.