The Ahmedabad bench of the National Company Law Tribunal (NCLT) has cleared the proposed merger of Sanghi Industries Limited with Ambuja Cements Limited, a crucial step in Adani Group’s rapid consolidation of its cement business.

Ambuja Cements, part of the Adani group, informed the exchanges on February 9, 2026 that the NCLT has sanctioned the scheme of arrangement between the two companies. The date set for the merger is April 1, 2024. The scheme will come into force once all the procedural formalities have been completed and the legal files have been made.

Fusion to unlock scale and synergies

With the merger now approved, Sanghi’s assets, liabilities and authorized capital will be fully absorbed by Ambuja Cements. The company said the consolidation will enable better utilization of resources, cost efficiencies, elimination of overlapping functions and improved shareholder value.

Ambuja clarified that the transfer of Sanghi’s finances will be done with book values ​​in Ambuja’s stand-alone books, in accordance with the Companies Act and applicable accounting standards.

In addition, the merger facilitates the reclassification of the Promoter and Promoter Group’s stake in Ambuja to the “public” category, in accordance with SEBI’s disclosure and listing regulations. Both the BSE and the NSE issued no objection letters and SEBI did not raise any concerns about the reclassification.

Regulatory clarifications addressed

In response to queries from the regional director and registrar of companies, the companies clarified that the merger has no link with the earlier proposed Penna cement scheme. The court noted that all statutory obligations, including shareholder approvals, tax compliance and regulatory filings, have been duly met.

Ambuja has undertaken to file a certified copy of the order with the Registrar of Companies within 30 days, in accordance with Section 232(5) of the Companies Act 2013. The company said it would notify exchanges once the regime comes into effect.

Acquisition of Sanghi Industries

The approval follows Ambuja Cements’ acquisition of a 56.74% controlling stake in Sanghi Industries in August 2023, marking Adani’s first major deal in the cement sector after the acquisition of Ambuja and ACC in 2022. The purchase of Sanghi was aimed at strengthening the group’s manufacturing footprint in western India and securing access to Gujara, especially in western India and Sanghi. limestone reserves and port infrastructures.

Sanghi Industries owns a 6.1 million tonne per annum integrated cement plant in Kutch, Gujarat, along with a captive power plant and a captive dock. These assets are expected to significantly improve Ambuja’s production capacity and coastal distribution efficiency.

The merger is a key element in Adani Group’s ambition to become India’s leading cement player, targeting a capacity of 140 million tonnes per annum by 2028. With the integration of Sanghi, Ambuja is poised to accelerate this growth, leveraging coastal infrastructure and regional synergies to deepen market penetration.

Ambuja performance Q3

Ambuja Cements Ltd reported an 86% year-on-year fall in consolidated net profit to Rs 367 crore for the quarter ended December 31, 2025, compared to Rs 2,663 crore in the same period last year.

The sharp decline was driven by an increase in operating expenses. Power and fuel, along with transport and transportation costs, rose sharply to ₹ 4.97 billion from ₹ 4.105 billion a year ago. The company also took a one-time charge of ₹107 crore related to the implementation of new labor codes, which further weighed on the results.

Operating performance was similarly affected, with EBITDA falling 21% year-on-year to ₹1,353 crore, down from ₹1,712 crore. Income from operations, however, rose 20% to ₹10.18 billion, up from ₹8.498 billion in 3Q25, supported by strong volume growth.

Ambuja recorded its highest ever quarterly cement volumes at 18.9 million tonnes, up 16.6% from 16.2 million tonnes recorded in the same quarter last year.

Shares of Ambuja Cements ended the day at Rs 542.70, up 2.5% from their previous close.