Orient Cement Board Approves Ambuja Cements Merger on December 22, 2025
Orient Cement Limited's board approved a scheme of amalgamation with Ambuja Cements Limited on December 22, 2025, featuring a 33:100 share exchange ratio with no cash consideration. The merger, subject to regulatory approvals including National Company Law Tribunal clearance, aims to drive operational efficiencies and business synergies by combining the operations of both Adani group cement companies.
*this image is generated using AI for illustrative purposes only.
Orient Cement Limited's board of directors approved a comprehensive scheme of amalgamation with Ambuja Cements Limited at its meeting held on December 22, 2025. The merger will see Orient Cement as the transferor company amalgamating with Ambuja Cements as the transferee company under Sections 230 to 232 of the Companies Act, 2013.
Share Exchange Structure
Under the approved scheme, Ambuja Cements will issue equity shares to Orient Cement shareholders based on an established ratio:
| Parameter: | Details |
|---|---|
| Share Exchange Ratio: | 33:100 |
| Orient Cement Shares: | 100 shares of ₹1.00 face value |
| Ambuja Cements Shares: | 33 shares of ₹2.00 face value |
| Cash Consideration: | None |
| Valuation Date: | December 22, 2025 |
This means for every 100 shares of Orient Cement with a face value of ₹1.00, shareholders will receive 33 shares of Ambuja Cements with a face value of ₹2.00.
Shareholding Pattern Changes
The merger will significantly impact the shareholding structure of both companies:
| Orient Cement Category: | Pre-Merger Shares | Post-Merger Shares | Pre-Merger % | Post-Merger % |
|---|---|---|---|---|
| Promoter/Promoter Group: | 14,92,92,730 | Nil | 72.66% | 0.00% |
| Public Shareholding: | 5,61,67,143 | Nil | 27.34% | 0.00% |
| Total: | 20,54,59,873 | Nil | 100.00% | 0.00% |
Strategic Rationale and Business Synergies
The amalgamation aims to drive operational efficiencies and business synergies in cement manufacturing. Key strategic benefits include:
| Benefit Area: | Expected Impact |
|---|---|
| Operational Integration: | Unified manufacturing and commercial functions |
| Resource Optimization: | Enhanced capital allocation and deployment |
| Market Positioning: | Strengthened competitive advantage |
| Decision Making: | Faster execution of production plans |
| Economies of Scale: | Cost optimization through pooled resources |
Both companies are part of the Adani group, with Ambuja Cements holding 72.66% of Orient Cement's paid-up equity share capital. The merger will enable complete ownership and strategic alignment under unified management.
Regulatory Approvals and Valuation
The scheme requires comprehensive regulatory clearances before implementation, including approval from the National Company Law Tribunal. The share exchange ratio is based on a joint valuation report issued by GT Valuation Advisors Private Limited and BDO Valuation Advisory LLP, registered valuers. SBI Capital Markets Limited provided a fairness opinion on the valuation.
This merger represents a significant consolidation in the cement industry, combining operations to deliver enhanced value to shareholders and stakeholders through improved operational efficiency and business synergies.
Historical Stock Returns for Orient Cement
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.13% | +0.23% | -0.06% | -27.68% | -51.43% | +99.41% |
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