Ambuja Cements-ACC merger: key dates and ratio 2026

What the latest exchange filings indicate

ACC Limited and Ambuja Cements Limited have updated stock exchanges on procedural steps tied to their proposed Scheme of Amalgamation, including newspaper publications and the dispatch of meeting notices as directed by the National Company Law Tribunal (NCLT), Ahmedabad Bench. The filings focus on convening equity shareholder meetings and disclosing timelines and voting requirements.

The merger proposal is structured as an amalgamation of ACC Limited into Ambuja Cements Limited. If the scheme becomes effective, ACC will merge “with and into” Ambuja as a going concern and ACC would be dissolved without winding up, as outlined in the NCLT-directed process.

Board approvals and the wider consolidation plan

Ambuja Cements, part of the Adani Group, said its Board approved two separate schemes of amalgamation on December 22, 2025. One scheme relates to ACC Limited merging into Ambuja Cements. The other relates to Orient Cement Limited also being merged into Ambuja, creating a consolidated “One Cement Platform”.

The company has indicated the broader consolidation is subject to statutory and shareholder approvals and is expected to be completed within about a year, subject to requisite clearances.

Share exchange ratio: what ACC shareholders are set to receive

A key element of the ACC-Ambuja scheme is the share exchange ratio. For every 100 equity shares of ACC with a face value of Rs. 10 each, Ambuja will issue 328 equity shares with a face value of Rs. 2 each to eligible ACC shareholders.

The disclosures also mention the Orient Cement scheme ratio as part of the dual consolidation strategy under Ambuja. For every 100 equity shares of Orient Cement (face value Re. 1 each), Ambuja will issue 33 equity shares of Ambuja (face value Rs. 2 each) to eligible shareholders of Orient Cement.

NCLT Ahmedabad order and the September 29 meeting date

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, to consider and approve the proposed Scheme of Amalgamation.

The proposed scheme carries an Appointed Date of January 1, 2026. The filings describe the merger as aimed at streamlining operations and unlocking synergies, with ACC to be merged into Ambuja upon the scheme becoming effective.

How shareholders will vote: VC/OAVM route and eligibility dates

Both companies have stated that the shareholder meetings will be held through video conferencing (VC) or other audio-visual means (OAVM). Ambuja Cements has scheduled an extraordinary general meeting of equity shareholders on Tuesday, September 29, 2026 at 12:30 pm to seek approval for the amalgamation scheme with ACC.

The cut-off date for determining shareholder eligibility to vote has been specified as Tuesday, September 22, 2026. The record date for dispatch of notices has been stated as August 14, 2026.

Voting thresholds under SEBI and NCLT directions

The scheme approval process includes specific voting thresholds. The disclosures state that the scheme requires approval by a majority of persons representing three-fourths in value of the voting shareholders.

In addition, the NCLT direction references the SEBI requirement that public shareholder votes in favour must exceed those against it, aligned with the SEBI Schemes Master Circular dated June 20, 2023. This makes the public shareholder vote outcome a separate and explicit condition in the process.

Stock exchange observations: BSE and NSE letters dated June 4, 2026

Ambuja Cements Limited received ‘no adverse observations’ from BSE and a ‘no objection’ letter from NSE on June 04, 2026, for its Scheme of Amalgamation with ACC Limited. ACC has also referred to receiving similar exchange observations for its proposed amalgamation with Ambuja.

The exchange communications note that observations are limited to listing and disclosure requirements and should not be construed as approval of the schemes’ financial soundness. The scheme is also described as subject to SEBI comments, including the need for disclosures such as legal proceedings and financial information not older than six months.

Key regulatory steps still pending

Despite the exchange observations and the NCLT direction to convene meetings, the scheme remains subject to subsequent approval by the NCLT and other necessary regulatory bodies. The companies have also indicated procedural requirements around filings and disclosures to shareholders.

Separately, the disclosures mention that the companies must submit the scheme to the NCLT within six months, alongside specific disclosures to shareholders as part of the SEBI and stock-exchange review process.

Other recent shareholder actions at ACC

ACC held its 90th Annual General Meeting on June 26, 2026, where it passed all five ordinary resolutions. Shareholders approved adoption of the financial statements for FY26, declaration of dividend, and the re-appointment of Dr. Vinay Prakash as Director.

ACC shareholders also approved two ordinary resolutions through postal ballot on April 02, 2026, for material related party transactions in FY 2026-27. The resolution for transactions with Ambuja Cements Limited received 83.70% approval, while the resolution for transactions with Orient Cement Limited received 99.99% support.

Timeline and key scheme terms at a glance

Share exchange ratios disclosed

Market impact and why investors are watching the vote

The immediate market relevance of the September 29 meetings is procedural and governance-driven. The scheme’s progress depends on shareholders meeting the required voting thresholds, including the public shareholder condition under SEBI guidance.

The filings also point to a disclosure-heavy process, with SEBI seeking extensive information to be shared with shareholders, including valuation methodology, details of enforcement proceedings, promoter shareholding changes, and the impact of the scheme on public shareholders. This keeps attention on documentation quality and compliance timelines as much as on the corporate rationale.

Conclusion

ACC and Ambuja have moved the ACC-Ambuja amalgamation into the shareholder approval phase, following the NCLT Ahmedabad direction to hold meetings on September 29, 2026 and after receiving stock-exchange observation letters dated June 4, 2026. The key terms include a 328:100 share exchange ratio for ACC shareholders and an Appointed Date of January 1, 2026.

The next confirmed milestones are the shareholder vote outcome and the disclosure of results with the scrutinizer’s report to stock exchanges on or before October 1, 2026, followed by the remaining NCLT and regulatory approvals required to make the scheme effective.