- One Cement Platform to unify Ambuja, ACC and Orient Cement under a single corporate structure
- Merger to unlock large operational and financial synergies across manufacturing and logistics
- Cost optimisation to improve margins by at least ₹100 per tonne through network rationalisation
- Share swap approved for ACC and Orient Cement shareholders; no cash outflow
- Stronger, debt-free balance sheet to support capacity expansion to 155 MTPA by FY28
- Unified ESG framework to accelerate low-carbon, sustainable cement leadership
NE BUSINESS BUREAU
AHMEDABAD, DEC 24
In a major consolidation move in India’s cement sector, the Board of Directors of Ambuja Cements Limited, part of the Adani Group, has approved two separate Schemes of Amalgamation for the merger of ACC Limited and Orient Cement Limited with Ambuja Cements. The consolidation will establish a single, integrated ‘One Cement Platform’, creating a pan-India cement powerhouse with enhanced scale, efficiencies and market leadership.
The amalgamation is aimed at optimising manufacturing and logistics networks, simplifying the corporate structure, strengthening the balance sheet and enabling efficient capital allocation to drive growth and long-term value creation. The merger will also rationalise network, branding and sales promotion spends, helping optimise costs and improve margins by at least ₹100 per tonne, while facilitating targeted cost, margin expansion and growth metrics.
Commenting on the development, Karan Adani, Non-Executive Director – Ambuja Cements Limited, Adani Group, said, “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. This merger builds on our already proven track record to further position the business to drive efficiency and productivity. A robust and resilient balance sheet positions the unified strong entity to effectively support future growth initiatives.”
Under the approved share exchange ratios, for every 100 equity shares of ACC Limited with a face value of ₹10 each, Ambuja Cements will issue 328 equity shares of face value ₹2 each to eligible ACC shareholders. Similarly, for every 100 equity shares of Orient Cement Limited with a face value of Re. 1 each, Ambuja Cements will issue 33 equity shares of face value ₹2 each to eligible Orient Cement shareholders. Subject to requisite statutory and regulatory approvals, the transaction is expected to be completed over the next one year.
The consolidation marks a significant step forward for the Adani Group’s cement business, creating a stronger and more integrated entity with superior financial strength. The amalgamation will unlock operational and financial synergies, enhance profitability, support capacity expansion and strengthen long-term shareholder returns. The simplified corporate structure will eliminate duplication, reduce administrative overheads and enable faster, more agile decision-making, with no requirement for specific MSAs with ACC, Orient, Penna and Sanghi as these entities will become integral parts of Ambuja Cements.
Aligned with Ambuja Cements’ strategic roadmap, the merger supports the company’s plan to scale cement production capacity from 107 MTPA to 155 MTPA by FY28, backed by a strong and largely debt-free balance sheet. Shareholders will directly participate in a larger, more resilient and future-ready cement leader, benefiting from enhanced scale, efficiency and growth potential.
The proposed amalgamation brings together two of India’s most trusted cement brands—Ambuja and ACC—under a unified corporate structure. The ‘Adani Ambuja Cements’ and ‘Adani ACC’ brands will continue to operate as usual, along with their established product portfolios in respective markets. In parallel, the Schemes of Amalgamation of Sanghi Industries and Penna Cement with Ambuja Cements are at different stages of approval, and upon completion, all stakeholders will engage with a single, unified company.
The merged entity will also benefit from a consolidated ESG framework, accelerating renewable energy adoption, low-carbon cement solutions and sustainable business practices across operations.
Advisors to the transactions include M/s GT Valuation Advisors Pvt. Ltd. and M/s BDO Valuation Advisory LLP as independent joint valuers. M/s IDBI Capital Markets & Securities Ltd. and M/s SBI Capital Markets Ltd. have provided fairness opinions on the joint valuations, while M/s Cyril Amarchand Mangaldas and M/s Singhi & Co. acted as legal advisors.
