In a significant development for India's cement industry, the National Company Law Tribunal's (NCLT) Ahmedabad bench has given its stamp of approval for the merger of Adani Cementation with Ambuja Cements Ltd . This strategic move is set to reshape the landscape of the cement sector and further solidify the Adani Group's position in the market.

Merger Details and Implications

The merger, sanctioned by the NCLT, is slated to take effect from April 1, 2024. This intergroup consolidation is structured as a share swap, with Adani Enterprises Ltd. set to receive 8.7 million shares of Ambuja Cements. The deal encompasses a comprehensive transfer of Adani Cementation's property rights and powers to Ambuja Cements, streamlining the process without the need for additional documentation.

Strategic Rationale

The primary objectives behind this merger are multifaceted:

• Consolidation of Adani Group's cement business under a single entity
• Enhancement of manufacturing capacity efficiency
• Improved resource utilization
• Reduction in overhead costs
• Streamlining of compliance requirements

Assets and Expansion Plans

Adani Cementation brings valuable assets to the table, including lease rights to limestone mines in Lakhpat, Gujarat, boasting resources of 275 million tonnes. Additionally, plans are in place for a new manufacturing unit in Raigad, Maharashtra, further expanding the combined entity's production capabilities.

Ambuja Cements' Growth Trajectory

Ambuja Cements has been on an impressive growth path:

• Crossed the 100 MTPA (Million Tonnes Per Annum) capacity milestone in FY25
• Targeting 118 MTPA by FY 2026
• Aiming for 140 MTPA by FY 2028 through brownfield expansion

Adani's Cement Sector Entry

This merger is a continuation of Adani Group's strategic entry into the cement sector, which began in September 2022 with the acquisition of controlling stakes in Ambuja Cement from Holcim for USD 6.4 billion. This move catapulted Adani Group to become the second-largest cement manufacturer in India, with a capacity exceeding 100 million tonnes per annum.

ESG Performance Improvement

In a related development, Ambuja Cements has demonstrated its commitment to sustainability and responsible business practices. According to a recent disclosure under SEBI Listing Regulations, SES ESG Research Private Limited has assigned Ambuja Cements an Environmental, Social, and Governance (ESG) rating of 66.6 (Grade B) for the Financial Year 2025. This rating, categorized as Medium risk, represents a notable improvement of 4.7 points compared to the previous year, underscoring the company's dedication to enhancing its ESG performance.

The merger of Adani Cementation with Ambuja Cements, coupled with the improved ESG rating, signals a transformative phase for the company. As the integration progresses, industry observers will be keenly watching how this consolidation impacts the competitive dynamics of India's cement market and contributes to the sector's overall growth and sustainability efforts.

In a significant development for the Indian cement industry, the National Company Law Tribunal (NCLT) has given its stamp of approval for the amalgamation of Ambuja Cements and Adani Cementation. This decision paves the way for the two cement giants to move forward with their merger plans, potentially reshaping the landscape of the cement sector in India.

Key Highlights of the Merger Approval

• The NCLT Ahmedabad Bench pronounced the order sanctioning the Scheme of Amalgamation on July 18, 2025.
• The Appointed Date of the Scheme is set for April 1, 2024.
• The merger will become effective upon completion of the steps outlined in the Scheme.

Implications for Ambuja Cements

Ambuja Cements, a key player in the Indian cement market, stands to significantly expand its operational footprint through this merger. The company, in its regulatory filing, stated that it would update the stock exchanges once the Scheme becomes effective.

Corporate Governance and Transparency

In line with regulatory requirements, Ambuja Cements has been proactive in its disclosures:

• The company has made the NCLT order available on its website ( www.ambujacement.com ) for public access.
• Ambuja Cements has also scheduled an investors/analyst conference call to discuss its Unaudited Financial Results for the quarter ended June 30, 2025, demonstrating its commitment to keeping stakeholders informed.

Looking Ahead

While the NCLT approval marks a crucial milestone, the merger process is still ongoing. Investors and industry watchers will be keenly observing the next steps, including:

• The completion of all necessary steps as outlined in the Scheme of Amalgamation.
• Potential impacts on market dynamics and competition in the cement sector.
• Any synergies or operational efficiencies that may arise from the merger.

As the cement industry in India continues to evolve, this merger between Ambuja Cements and Adani Cementation could potentially create a formidable entity with enhanced market presence and operational capabilities. Stakeholders will be watching closely as the merger progresses and its effects on the broader cement market unfold.