NCLT approves merger of AEL's Adani Cementation with Ambuja Cements

The National Company Law Tribunal (NCLT) has approved the merger of Adani Cementation Limited, a wholly owned subsidiary of Adani Enterprises Limited (AEL), with Ambuja Cements Limited.

"National Company Law Tribunal, Ahmedabad Bench (NCLT Ahmedabad) has on 18th July 2025 pronounced the order sanctioning the Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited," Adani Enterprises said in an exchange filing.

The Gautam Adani-led conglomerate had announced a consolidation of its cement businesses in June 2024.

The scheme is set to take effect from April 1, 2024, once all steps in the merger agreement are completed, as stated in the 70-page NCLT order.

 

As part of the merger, Adani Enterprises will receive 8.7 million shares of Ambuja Cements. The swap ratio will be 174 shares of Ambuja Cements for every 1 share of Adani Cementation, the company had said in an earlier statement.

The merger will be executed through share swapping. All property rights, assets, and liabilities of Adani Cementation will transfer to Ambuja Cements.

The NCLT has instructed Ambuja Cements, a listed company, to "comply with all applicable regulations, circulars and directions" issued by market regulator Sebi, as well as stock exchanges BSE, NSE, and the Luxembourg Stock Exchange. Ambuja Cements' Global Depository Receipts (GDRs) are listed on the Luxembourg Stock Exchange.

Rationale and Strategic Benefits

The consolidation is aimed at synergising Adani Group’s cement operations, enhancing value addition, and improving operational efficiencies for both companies.

Ambuja Cements will absorb Adani Cementation’s business assets and projects, accelerating its expansion and construction activities. 

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"The amalgamation will help the transferee company to quickly start the construction activity at various sites of the transferor company and that of the wholly-owned subsidiary of the transferor company," both companies said.

Adani Cementation holds lease rights to limestone mines, approximately 275 million tonnes at Lakhpat, Gujarat, and has proposed a major manufacturing unit at Raigad, Maharashtra.

Market Position and Expansion Plans

Adani Group forayed into the cement sector in September 2022 by acquiring a controlling stake in Ambuja Cement from Swiss company Holcim in a $6.4 billion deal.

Adani Group has ascended to become India’s second-largest cement manufacturer, recently crossing 100 MTPA of capacity. Meanwhile, UltraTech Cement, which recently acquired Kesoram and India Cements, remains the country’s largest, already surpassing 150 MTPA, and is ambitiously targeting over 200 MTPA by financial year (FY)27.

Ambuja Cements aims to increase its manufacturing capacity to 140 MTPA by FY28, through both brownfield expansions and the integration of Adani Cementation’s assets. 

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