ACC-Ambuja merger: ACC shareholders approve scheme in 2026

What ACC disclosed to exchanges

ACC Limited informed stock exchanges about procedural and voting-related updates tied to its proposed Scheme of Amalgamation with Ambuja Cements Limited. The disclosures include the outcome of an NCLT-convened meeting of ACC’s equity shareholders, and the related Scrutinizer’s Report. These filings were made pursuant to an order of the National Company Law Tribunal (NCLT), Ahmedabad Bench.

The scheme is structured as an amalgamation of ACC Limited (the amalgamating company) into Ambuja Cements Limited (the amalgamated company). If the scheme becomes effective, ACC is to merge “with and into” Ambuja as a going concern and be dissolved without winding up, as outlined in the process described in the NCLT-directed notice.

Shareholder vote: ACC backs the amalgamation

At the NCLT-convened meeting held on September 29, 2026, ACC’s equity shareholders approved the Scheme of Amalgamation with Ambuja Cements. The voting outcome reported was 95.52% of votes cast in favour.

The disclosures note that the meeting was convened pursuant to the tribunal’s order, and the company shared the Scrutinizer’s Report linked to the meeting outcome. The vote is a key milestone because the proposed transaction requires shareholder approval as part of the tribunal-led arrangement process.

NCLT Ahmedabad order and the meeting process

The NCLT, Ahmedabad Bench, on July 29, 2026 directed ACC Limited and Ambuja Cements Limited to convene separate meetings of their equity shareholders on September 29, 2026. The purpose of these meetings was to consider and, if thought fit, approve the scheme of amalgamation, with or without modifications.

For ACC, the meeting was scheduled for Tuesday, September 29, 2026 at 10:30 a.m. IST. Both companies stated that the shareholder meetings would be held through video conferencing (VC) or other audio-visual means (OAVM). Ambuja Cements scheduled its extraordinary general meeting of equity shareholders on the same date at 12:30 p.m.

Key dates communicated: eligibility and notice dispatch

The cut-off date for determining shareholder eligibility to vote was specified as Tuesday, September 22, 2026. This is the date used to determine which shareholders can participate and cast votes.

Separately, the record date for dispatch of notices was stated as August 14, 2026. ACC also informed the exchange about newspaper publication intimating completion of dispatch of the notice of the NCLT-convened meeting in respect of the amalgamation.

Newspaper publications and compliance steps

A compliance requirement described in the tribunal process is publication of advertisements about convening of the meetings at least one month before the VC/OAVM meetings. The NCLT direction specified the newspapers and editions for publication.

As per the order described in the disclosures, the notice was to be published in the Indian Express (all editions) in the English language, and a Gujarati translation thereof in the Financial Express (Ahmedabad edition). The publication was also required to indicate the time within which copies of the scheme would be made available free of charge from the registered offices of the applicant companies.

Share swap ratio and structure of consideration

The Scheme provides 328 Ambuja Cements shares for every 100 ACC shares, which is equivalent to 3.28 Ambuja shares per ACC share. The scheme stipulates 328 fully paid Ambuja Cements equity shares of face value Rs 2 each for every 100 fully paid ACC equity shares of face value Rs 10 each.

The available NCLT notice referenced in the disclosures is described as procedural and does not reproduce the valuation report, the standalone book values of ACC and Ambuja Cements, or the valuation methodology.

Accounting treatment and what happens to ACC’s liabilities

The proposed merger accounting referenced in the notice is the pooling-of-interest method for a common-control combination. If the scheme becomes effective, ACC would be absorbed into Ambuja on a going-concern basis, and ACC would be dissolved without winding up, effective from the appointed date.

The appointed date in the proposed scheme is January 1, 2026. The disclosures also state that ACC’s liabilities would transfer to Ambuja rather than being extinguished. From the appointed date, ACC’s business, assets, profits, liabilities and tax obligations are to be treated as those of Ambuja during the transition, with the scheme expected to become effective in FY27.

Where approvals stand: what is done and what remains

The stock-exchange observation stage was described as completed for filing purposes. NSE issued a “no objection” letter and BSE issued a “no adverse observation” letter, both dated June 4, 2026.

However, these letters are described as an earlier procedural step and not final approval. The merger still requires NCLT, shareholder, creditor and other applicable approvals, as referenced in the disclosure extracts. The notice dated August 27, 2026 also stated that the merger was not yet effective at that time, with shareholder approval and final NCLT sanction outstanding.

Timeline and key facts at a glance

Market impact and why this step matters

The shareholder vote is a formal requirement within the NCLT-led scheme process, and it moves the transaction further along the statutory pathway. For investors tracking ACC and Ambuja Cements, the disclosures clarify that the transaction remains subject to remaining approvals, including final NCLT sanction and other regulatory or governmental approvals required by law.

The filings also help investors understand the mechanics of the proposal, including the share swap ratio and the intended legal and accounting structure. The disclosures explicitly note that ACC’s liabilities are intended to transfer to Ambuja, and that the scheme contemplates a transition where ACC’s business and obligations are treated as those of Ambuja from the appointed date.

What to watch next

While ACC has reported that its equity shareholders approved the scheme at the September 29, 2026 meeting, the amalgamation is not yet effective solely on that basis. The process still depends on completion of further steps under the scheme framework, including tribunal-related actions and other required approvals.

Any next updates are likely to come through further exchange filings on statutory milestones, including the outcome of other stakeholder meetings if applicable and the eventual status of NCLT sanction, consistent with the procedural nature of prior disclosures.