The Ahmedabad Bench of the Nationwide Firm Regulation Tribunal (NCLT) has cleared the proposed merger of Sanghi Industries Restricted with Ambuja Cements Restricted, a vital step in Adani Group’s fast consolidation of its cement enterprise.
Ambuja Cements, a part of the Adani Group, knowledgeable the exchanges on February 9, 2026, that the NCLT has sanctioned the Scheme of Association between the 2 firms. The appointed date for the merger is April 1, 2024. The scheme will grow to be efficient as soon as all procedural formalities are accomplished and statutory filings are made.
Merger to unlock scale & synergies
With the merger now accredited, Sanghi’s belongings, liabilities, and authorised capital will probably be absolutely absorbed into Ambuja Cements. The corporate said that the consolidation will allow higher useful resource utilisation, value efficiencies, elimination of overlapping capabilities, and improved shareholder worth.
Ambuja clarified that the switch of Sanghi’s financials will happen at carrying values within the standalone books of Ambuja, as per the Firms Act and relevant accounting requirements.
Moreover, the merger facilitates the reclassification of the Promoter and Promoter Group shareholding in Ambuja to the ‘public’ class, in compliance with SEBI’s disclosure and itemizing laws. Each BSE and NSE issued no-objection letters, and SEBI raised no considerations over the reclassification.
Regulatory clarifications addressed
In response to queries from the Regional Director and Registrar of Firms, the businesses clarified that the merger has no linkage with the beforehand proposed Penna Cement Scheme. The tribunal famous that every one statutory obligations, together with shareholder approvals, tax compliance, and regulatory filings, have been duly met.
Ambuja has dedicated to submitting the licensed copy of the order with the Registrar of Firms inside 30 days, in keeping with Part 232(5) of the Firms Act, 2013. The corporate stated it could notify exchanges as soon as the scheme turns into efficient.
Acquisition of Sanghi Industries
The approval follows Ambuja Cements’ acquisition of a controlling 56.74% stake in Sanghi Industries in August 2023, marking Adani’s first main deal within the cement sector after buying Ambuja and ACC in 2022. The Sanghi buyout was geared toward strengthening the group’s manufacturing footprint in western India, particularly Gujarat, and securing entry to Sanghi’s priceless limestone reserves and port infrastructure.
Sanghi Industries owns a 6.1 million tonnes each year built-in cement plant in Kutch, Gujarat, together with a captive energy plant and a captive jetty. These belongings are anticipated to considerably bolster Ambuja’s manufacturing capability and coastal distribution effectivity.
The merger is a key aspect in Adani Group’s ambition to grow to be India’s largest cement participant, concentrating on a capability of 140 million tonnes each year by 2028. With Sanghi’s integration, Ambuja is ready to speed up this progress, leveraging coastal infrastructure and regional synergies to deepen market penetration.
Ambuja Q3 efficiency
Ambuja Cements Ltd reported an 86% year-on-year drop in consolidated internet revenue to ₹367 crore for the quarter ended December 31, 2025, in comparison with ₹2,663 crore in the identical interval final yr.
The steep decline was pushed by a surge in working bills. Energy and gasoline, together with freight and forwarding prices, rose sharply to ₹4,970 crore from ₹4,105 crore a yr in the past. The corporate additionally took a one-time cost of ₹107 crore associated to the implementation of latest labour codes, additional weighing on the underside line.
Working efficiency was equally impacted, with EBITDA falling 21% year-on-year to ₹1,353 crore, down from ₹1,712 crore. Income from operations, nonetheless, rose 20% to ₹10,180 crore, up from ₹8,498 crore in Q3FY25, supported by robust quantity progress.
Ambuja posted its highest-ever quarterly cement volumes at 18.9 million tonnes, a 16.6% rise over the 16.2 million tonnes recorded in the identical quarter final yr.
Shares of Ambuja Cements ended the day at Rs 542.70, up 2.5% from its earlier shut.
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