Ambuja Cements Limited, part of the Adani Group and one of India’s leading cement manufacturers, has received approval from the National Company Law Tribunal (NCLT), Ahmedabad Bench, to proceed with the next steps in the amalgamation of Penna Cement Industries Limited with Ambuja Cements.
Tribunal Order and Shareholder Meeting Details
The NCLT order, dated October 31, 2025, directs Ambuja Cements to convene a meeting of its equity shareholders via video conferencing on December 30, 2025, at 11:00 a.m. IST, to approve the proposed Scheme of Arrangement for amalgamation. The appointed date for the merger is August 16, 2024.
The Tribunal has dispensed with the requirement of convening meetings for preference shareholders, secured and unsecured creditors, and optionally convertible debenture holders, based on their consent or non-existence — simplifying the procedural process.
Corporate Background and Ownership Structure
Penna Cement Industries Limited, incorporated in 1991 and recently relocated its registered office to Gujarat, is engaged in manufacturing and marketing cement and related products. Ambuja Cements Limited, incorporated in 1981, is a listed company with its shares traded on the NSE, BSE, and the Luxembourg Stock Exchange through global depository receipts.
As of September 2025, Ambuja Cements holds 99.94% of Penna Cement’s equity, effectively making it a wholly owned subsidiary. Given their shared operational domain, the merger represents a strategic step toward integration, efficiency, and long-term growth.
Financial Overview
As of September 2025, Penna Cement Industries had an authorized share capital of ₹200 crore and a paid-up equity share capital of ₹133.8 crore. Its standalone financials as of March 31, 2025, reflected an excess of assets over liabilities of ₹2,899 crore.
Ambuja Cements, on the other hand, reported an authorized share capital exceeding ₹8,150 crore and a paid-up capital of approximately ₹494 crore. Its financial position, as of March 31, 2025, showed an excess of assets over liabilities amounting to ₹48,297 crore, underscoring its strong balance sheet and capacity to integrate Penna Cement’s operations.
Strategic Rationale and Expected Synergies
The merger is designed to fully consolidate Penna Cement’s business into Ambuja Cements, unlocking significant operational and financial benefits. The integration is expected to:
- Achieve cost optimization and economies of scale
- Eliminate overlaps in operations and management
- Simplify compliance and governance frameworks
- Enhance resource utilization across manufacturing and logistics
- Boost shareholder value through stronger consolidated performance
This strategic consolidation aligns with Ambuja’s long-term vision to streamline its group structure, enhance agility, and fortify its position in the Indian cement sector.
Regulatory Approvals and Compliance Process
The proposed scheme has undergone a comprehensive regulatory review. Independent registered valuers prepared valuation reports, and SEBI-registered merchant bankers issued fairness opinions supporting the merger. Both NSE and BSE provided no-objection certificates following a transparent public notice period free of investor complaints.
Additionally, statutory notices were sent to SEBI, the Ministry of Corporate Affairs, Income Tax Authorities, and other sectoral regulators. Disclosures regarding ownership, pending litigations, and financial health were also filed as part of the approval process.
To facilitate shareholder participation, remote e-voting and live e-voting will be conducted as per MCA circulars, ensuring compliance with legal and procedural norms.
Next Steps and Implementation
All eligible shareholders as of the cut-off date, December 23, 2025, will receive detailed notices and explanatory statements regarding the merger. The meeting will be chaired by former Chief Justice Kalpesh Jhaveri, who will submit a formal report to the Tribunal following the vote.
Once approved, Penna Cement Industries Limited will be dissolved without winding up, and its operations will be fully integrated into Ambuja Cements.
This merger marks a key milestone in Ambuja’s expansion strategy, enhancing its operational capacity, financial resilience, and market leadership in the Indian cement industry.
