The National Company Law Tribunal (NCLT) Ahmedabad has set the stage for a significant corporate action in the cement industry. Ambuja Cements Limited has been directed to convene a meeting of its equity shareholders to consider the proposed amalgamation with Penna Cement Industries Limited. This development marks a crucial step in the merger process between the two cement manufacturers.

Key Details of the Shareholder Meeting

Merger Specifics

The amalgamation scheme involves Penna Cement (transferor company) merging with Ambuja Cements (transferee company). This move comes after Ambuja Cements acquired 99.94% of Penna Cement's paid-up equity share capital, signaling a strategic expansion in the cement sector.

NCLT's Decisions

The NCLT has made several key decisions to facilitate the merger process:

1. Dispensed with meetings for various stakeholder categories of both companies.
2. Waived the requirement for a meeting of Penna Cement's equity shareholders, citing consent affidavits from 99.96% of shareholders.
3. Exempted unsecured creditors of both companies from meetings, as the scheme offers no compromise and leaves liabilities unchanged.

Financial Position of Companies

As of June 30, 2025, both companies demonstrated a strong financial standing:

Recent Disclosure

On November 2, 2025, Ambuja Cements Limited made a disclosure to the stock exchanges regarding the NCLT order. The company confirmed that it would hold the shareholder meeting as directed and that all relevant documents would be available on their official website.

This merger represents a significant consolidation in the Indian cement industry. Shareholders of Ambuja Cements will play a crucial role in determining the future of this proposed amalgamation, which could potentially reshape the competitive landscape of the sector.

As the December 30 meeting approaches, industry observers and stakeholders will be keenly watching for the outcome of this important corporate action.

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.