Ambuja Cements Board Approves Dual Merger With ACC and Orient Cement Limited
Ambuja Cements Limited received board approval for amalgamation schemes to merge ACC Limited and Orient Cement Limited, establishing a unified cement platform. The merger involves share exchange ratios of 328:100 for ACC and 33:100 for Orient Cement, with appointed dates of January 1, 2026 and May 1, 2025 respectively. The consolidation aims to deliver operational synergies including margin improvement of at least ₹100 per MT and capacity expansion from 107 MTPA to 155 MTPA by FY28.
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Ambuja Cements Limited has received board approval for two separate amalgamation schemes to merge ACC Limited and Orient Cement Limited, marking a transformational consolidation within the Adani group's cement operations. The board approved both merger schemes on December 22, creating a unified "One Cement Platform" that will establish a pan-India cement powerhouse.
Dual Merger Scheme Details
The company's board meeting held on December 22 approved two distinct amalgamation schemes under Sections 230 to 232 of the Companies Act, 2013:
| Parameter: | ACC Merger | Orient Cement Merger |
|---|---|---|
| Share Exchange Ratio: | 328:100 (Ambuja:ACC) | 33:100 (Ambuja:Orient) |
| ACC Share Face Value: | ₹10.00 each | - |
| Orient Share Face Value: | - | ₹1.00 each |
| Ambuja Share Face Value: | ₹2.00 each | ₹2.00 each |
| Appointed Date: | January 1, 2026 | May 1, 2025 |
| Regulatory Approval: | Subject to NCLT and statutory approvals | Subject to NCLT and statutory approvals |
Strategic Vision and Leadership Perspective
Karan Adani, Non-Executive Director of Ambuja Cements Limited, emphasized the transformational nature of this consolidation: "This consolidation represents a transformational step in building a globally competitive, integrated cement and building materials organisation. By bringing Ambuja Cements, ACC, and Orient Cement under a single corporate structure, we are strengthening our ability to drive operational excellence, accelerate growth, and deliver sustainable long-term value."
Operational Synergies and Benefits
The dual amalgamation is designed to deliver comprehensive strategic advantages:
| Benefit Category: | Details |
|---|---|
| Cost Optimization: | Margin improvement of at least ₹100.00 per MT |
| Capacity Expansion: | Target increase from 107 MTPA to 155 MTPA by FY28 |
| Network Rationalization: | Simplified branding and sales promotion spends |
| Corporate Structure: | Elimination of structural duplication and reduced administrative costs |
| Balance Sheet Strength: | Debt-free balance sheet supporting future growth |
Key Operational Improvements
- Manufacturing Excellence: Optimization of manufacturing and logistics networks across the unified platform
- Capital Efficiency: More effective deployment of financial, managerial, and operational resources
- Market Leadership: Enhanced scale combining two of India's most established cement brands
- Decision Agility: Faster, more agile decision-making through simplified corporate structure
Regional Capacity Distribution
The combined entity will operate across multiple regions with significant manufacturing presence:
| Region: | Ambuja (MTPA) | ACC (MTPA) | Orient (MTPA) | Total (MTPA) |
|---|---|---|---|---|
| Central: | 2.50 | 7.10 | - | 9.60 |
| East: | 12.00 | 11.60 | - | 23.50 |
| North: | 10.60 | 8.70 | - | 19.30 |
| South: | 13.00 | 10.10 | 6.50 | 29.40 |
| West: | 19.60 | 2.90 | 2.00 | 24.50 |
| Total Capacity: | 57.60 | 40.40 | 8.50 | 107.00 |
Transaction Timeline and Approvals
The merger schemes will be filed with stock exchanges for obtaining No Objection Letters as required under Regulation 37 of SEBI Listing Regulations. Subject to requisite approvals including shareholders, creditors, SEBI, and NCLT, the transactions are expected to be completed over the next twelve months. No Competition Commission of India (CCI) approval is required as these are intra-group mergers.
Advisory Team
| Role: | Advisors |
|---|---|
| Independent Joint Valuers: | GT Valuation Advisors Pvt. Ltd. & BDO Valuation Advisory LLP |
| Fairness Opinion: | IDBI Capital Markets & Securities Ltd., SBI Capital Markets Ltd. |
| Legal Advisors: | Cyril Amarchand Mangaldas, Singhi & Co. |
Market Position and Future Outlook
The consolidation aligns with Ambuja Cements' strategic plan to significantly expand cement production capacity while maintaining its position as the 9th largest building materials solutions company globally. The unified entity will continue operating the established Adani Ambuja Cements and Adani ACC brands in their respective markets, ensuring continuity for stakeholders while benefiting from enhanced operational scale and financial strength. Post-merger, the promoter and promoter group holding in Ambuja will be 60.94% from 67.65% following approval of all ongoing and proposed merger schemes.
Historical Stock Returns for Ambuja Cements
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.06% | -2.44% | -0.85% | +0.82% | -1.94% | +127.25% |
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