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.

In a significant development for the cement industry, the National Stock Exchange (NSE) has issued a 'No Objection' letter for the proposed merger between Ambuja Cements Limited and Sanghi Industries Limited. This approval marks a crucial step forward in the corporate restructuring of these two major players in the Indian cement sector.

Key Details of the Merger Scheme

The scheme of arrangement, as outlined in the NSE's observation letter, involves the merger of Sanghi Industries Limited (the Transferor Company) with Ambuja Cements Limited (the Transferee Company). This corporate action is being pursued under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions.

Regulatory Compliance and Disclosures

The NSE has laid out several conditions and requirements for the companies involved in the merger:

1. Transparency: Both companies must disclose all details of ongoing adjudication proceedings, prosecutions, and enforcement actions against the companies, their promoters, and directors.

2. Financial Updates: The companies are required to ensure that the financials considered for the valuation report are not more than six months old.

3. Shareholder Information: Detailed information about the proposed scheme, including the rationale, swap ratio, and impact on shareholders, must be prominently disclosed in notices sent to shareholders.

4. Post-Merger Classification: The companies need to provide a detailed justification for the classification of Sanghi Industries' shareholders as promoters or public shareholders in Ambuja Cements post-merger.

Next Steps

While this 'No Objection' letter from the NSE is a significant milestone, the merger scheme still requires various statutory and regulatory approvals. The companies will need to:

1. File the scheme with the National Company Law Tribunal (NCLT).
2. Obtain consent from creditors and shareholders.
3. Comply with all applicable provisions of the Companies Act, 2013, and related regulations.

Market Implications

This merger, if completed, could potentially reshape the competitive landscape in the Indian cement industry. Ambuja Cements, already a major player, would further strengthen its position by absorbing Sanghi Industries' assets and market share.

The NSE's approval is valid for six months, during which time the companies must submit the scheme to the NCLT. As the process unfolds, investors and industry watchers will be keenly observing the potential impacts on market dynamics and the companies' future growth strategies.

Note: The completion of this merger remains subject to further regulatory approvals and shareholder consent.