Ambuja Cements, part of the Adani Group, has secured board approval for two separate schemes of amalgamation to merge ACC and Orient Cement into Ambuja, a move aimed at creating a pan-India cement powerhouse while simplifying the corporate structure for shareholders.

The amalgamation, expected to be completed within 12 months, sets out specific share-swap ratios for shareholders of the merging entities. Under the scheme, Ambuja will issue 328 equity shares of face value Rs 2 each for every 100 equity shares of ACC with a face value of Rs 10 each. For Orient Cement shareholders, Ambuja will issue 33 equity shares of face value Rs 2 each for every 100 equity shares of Orient Cement with a face value of Rs 1 each.

Ambuja said the consolidation will help rationalise networks, branding and sales-promotion expenditure, while optimising costs and improving margins by at least Rs 100 per metric tonne. The merger aligns with the company’s strategy to expand cement capacity from 107 million tonnes per annum to 155 million tonnes per annum by FY28, enabling more efficient capital allocation and quicker response to market demand.

Karan Adani, Non-Executive Director of Ambuja Cements, said the consolidation marks a transformational step towards building a globally competitive, integrated cement and building materials organisation. He added that bringing Ambuja, ACC and Orient under a single corporate structure will strengthen operational excellence, accelerate growth and deliver sustainable long-term value, supported by a robust balance sheet.

The company clarified that the proposed amalgamation brings together two of India’s most established cement brands under one structure, and that the ‘Adani Ambuja Cements’ and ‘Adani ACC’ brands will continue to operate independently with their respective product portfolios unchanged.

ACC and Ambuja were acquired by the Adani Group from LafargeHolcim in September 2022. Ambuja currently holds a 50.05 per cent stake in ACC and 72.66 per cent in Orient Cement. Last year, Ambuja announced plans to acquire Orient for about Rs 81 billion and, in April this year, completed the acquisition of a 37.8 per cent promoter stake, becoming a promoter in the company.

Following the amalgamation, all assets and liabilities of ACC and Orient, including intangible assets such as brands and trademarks, will be transferred to Ambuja. All subsidiaries of ACC will become subsidiaries of Ambuja. Promoter and promoter group shareholding in Ambuja is expected to decline to 60.94 per cent from 67.65 per cent after completion of all ongoing and proposed merger schemes involving Sanghi, Penna, Orient and ACC.

Ambuja said the simplified structure will eliminate duplication, reduce administrative costs and enable faster decision-making, while removing the need for separate master service agreements with ACC, Orient, Penna and Sanghi as they become part of Ambuja Cements.

On Monday, Ambuja shares closed at Rs 540 on the BSE, giving the company a market capitalisation of about Rs 1.33 trillion. ACC shares ended at Rs 1,775.80, valuing the company at around Rs 333.47 billion, while Orient Cement closed at Rs 163.85 per share, with a market capitalisation of about Rs 33.66 billion.