Ambuja Cements: ACC merger gets 99.98% shareholder vote

What Ambuja Cements disclosed to exchanges

Ambuja Cements Limited informed stock exchanges about the scrutinizer’s report and the outcome of an NCLT-convened meeting of equity shareholders linked to the proposed amalgamation of ACC Limited with Ambuja. The meeting was convened pursuant to an order of the National Company Law Tribunal (NCLT), Ahmedabad Bench. The disclosure relates to voting on a scheme under Sections 230 to 232 of the Companies Act, 2013. Ambuja said the resolution was passed as a Special Resolution with the requisite majority. The filing indicates that the scheme cleared shareholder voting thresholds set out in applicable law and the NCLT order.

The resolution placed before shareholders

Shareholders voted on a resolution to approve the “Scheme of Amalgamation of ACC Limited (Amalgamating Company) with Ambuja Cements Limited (Amalgamated Company).” The vote was conducted as part of a court-convened process directed by the NCLT. Ambuja’s disclosure notes that the scheme was approved by the requisite majority under the Companies Act and the NCLT order. The company also reported that the resolution satisfied the required majority of public shareholders under the SEBI Master Circular dated June 20, 2023. This public shareholder threshold is a key procedural step for listed entities pursuing such schemes.

How the voting was conducted

Ambuja reported that remote e-voting was open from September 24, 2026 at 9:00 am IST to September 28, 2026 at 5:00 pm IST. Voting was tied to an NCLT-convened meeting held on September 29, 2026. The tribunal’s directions referenced voting through remote e-voting as well as e-voting during VC/OAVM meetings. The cut-off date for determining eligibility to vote was set as September 22, 2026. Ambuja also referenced a record date for dispatch of notices as August 14, 2026.

Voting outcome: 99.98% support across valid votes

Ambuja reported that 99.98% of total valid votes cast were in favour of the resolution. The consolidated voting outcome across shareholder categories showed unanimous support from the promoter and promoter group, and near-unanimous support across public categories. The votes against the scheme were a small fraction of total votes polled.

Public shareholder approval under SEBI requirements

The company said the resolution satisfied the requisite majority of public shareholders under the SEBI Master Circular dated June 20, 2023. Among public shareholders, Ambuja reported that 1,562 members voted in favour with 595,232,835 votes, while 48 members voted against with 547,772 votes. A total of 1,610 public shareholders participated in this count. The category-wise summary also showed public institutions voting 99.9076% in favour, while public non-institutions voted 99.9227% in favour. Taken together, the reported voting data indicates broad support across shareholder segments.

What the approval filing did not disclose

Ambuja’s disclosure also flagged what it did not contain. It stated that the cited approval filing does not state the final share exchange ratio or the post-allotment equity share capital. In other words, while the shareholder vote outcome and compliance points were recorded, the filing referenced in the article did not provide those transaction terms. This distinction matters for investors who typically track how a scheme changes shareholding, capital structure, and per-share metrics.

Wider consolidation context: ACC and Orient Cement schemes

Separately, the provided material also describes Ambuja’s broader consolidation plan to merge ACC Limited and Orient Cement Limited into Ambuja, creating a single consolidated “One Cement Platform,” subject to approvals. It also states that the overall process could take up to about a year, depending on regulatory steps. Another set of voting details in the material refers to a scheme involving Orient Cement Limited, including a separate NCLT-linked process and voting window. That content indicates Ambuja’s board had approved two separate schemes and that multiple approvals may be running in parallel, each requiring its own statutory steps.

Key dates and procedural milestones

The NCLT process includes prescribed timelines for eligibility, notice dispatch, and voting windows. The material notes that on July 29, 2026, the NCLT directed ACC Limited and Ambuja Cements Limited to convene separate equity shareholder meetings on September 29, 2026. It also notes that meetings of unsecured creditors were dispensed with because no compromise is offered. Ambuja’s equity shareholder base was stated as 6,13,421 equity shareholders as on 10.04.2026, as per the tribunal order referenced in the text.

Market impact: what this vote changes, and what it doesn’t

The immediate market-relevant takeaway is that the scheme has cleared a major shareholder voting hurdle with 99.9758% of votes in favour based on the consolidated outcome presented. Promoter and promoter group support was 100% (1,672,081,052 votes in favour), and public categories showed support above 99.90%. The approval also met the public shareholder majority requirement referenced under the SEBI Master Circular dated June 20, 2023, with 595,232,835 public votes in favour versus 547,772 against in the count cited.

But the vote does not, by itself, complete the amalgamation. The material consistently frames shareholder approval as one step in a longer statutory process that includes remaining regulatory steps and the NCLT process moving toward effectiveness. And because the cited approval filing does not state the final share exchange ratio or post-allotment equity share capital, investors still lack some of the transaction terms that typically shape valuation work and per-share implications.

Why the outcome matters

Schemes of amalgamation for large listed entities hinge on process credibility, voting thresholds, and documentary completeness. Here, Ambuja’s reported voting results show an overwhelmingly favourable mandate across shareholder classes, including public institutions and public non-institutions. The disclosure also signals compliance with both Companies Act requirements and the SEBI framework for public shareholder approval.

At the same time, the absence of the final share exchange ratio and post-allotment equity share capital in the cited filing underlines that investors may need to watch subsequent filings and tribunal documentation to understand the detailed mechanics of implementation. For market participants, that split between procedural approvals and economic terms is often the difference between “scheme approved in principle” and “deal understood in full.”

What to watch next

The next steps remain the remaining statutory and regulatory approvals, including the continuing NCLT process as the scheme moves toward effectiveness. Ambuja has also indicated that the overall process could take up to about a year, depending on regulatory steps. Investors will likely track future disclosures for details not present in the cited approval filing, including the final share exchange ratio and any post-allotment equity share capital changes, if and when disclosed through official documents.