Ambuja Cements Limited has informed the Exchange about updates in respect of Scheme of Arrangement of Sanghi Industries Limited ( Transferor Company ) with Ambuja Cements Limited ( Transferee Company ) and their respective shareholders.
AMBUJACEM · price
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The NCLT Ahmedabad Bench has ordered Ambuja Cements to hold a meeting of its equity shareholders on November 20, 2025 at 1:00 PM via video conferencing to consider and approve the proposed amalgamation of Sanghi Industries Limited (its subsidiary, in which Ambuja holds 58.08% equity and 100% preference shares) with itself. The appointed date for the merger is April 1, 2024. Key rationale cited includes operational integration, cost savings, economies of scale, elimination of duplicated efforts, and reduction of multiple group entities within the Adani cement portfolio. The scheme also proposes reclassification of certain promoter group persons from 'Promoter' to 'Public' category in Ambuja upon effectiveness. No compromise is offered to unsecured creditors and their meetings have been dispensed with, while secured creditors and preference shareholder meetings have also been dispensed with. The swap ratio was recommended by BDO Valuation Advisory LLP and GT Valuation Advisors in valuation reports dated December 17, 2024.
This is a procedural milestone in the long-pending amalgamation scheme. For Ambuja shareholders, no new Ambuja shares are being issued to existing Ambuja shareholders, so there is no direct dilution; however, shares will be issued to Sanghi's minority shareholders as per the swap ratio. If the scheme clears the shareholder vote and subsequent NCLT sanction, Sanghi Industries will be absorbed into Ambuja, simplifying the group structure and potentially delivering synergies, but the stock reaction will depend on the swap ratio treatment and timeline to effectiveness.