Ambuja Cements' Merger with Sanghi Industries Gets NCLT Nod

NCLT Sanctions Ambuja-Sanghi Merger

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has officially approved the merger scheme between Ambuja Cements Limited and its subsidiary, Sanghi Industries Limited. The tribunal pronounced its order on February 9, 2026, marking a crucial step in the Adani Group's strategy to consolidate its cement business. This approval clears the path for the complete integration of Sanghi Industries into Ambuja Cements, aiming to create a more efficient and powerful entity in the Indian cement market.

In its order, the NCLT stated that the scheme appears beneficial to the companies involved and will not be detrimental to the interests of shareholders or creditors. The tribunal highlighted that the merger is in the public interest, as it is expected to enhance operational efficiency and consolidate resources without prejudicing any stakeholders.

Details of the Amalgamation Scheme

The sanctioned scheme sets a retrospective appointed date of April 1, 2024. This means that for all accounting and commercial purposes, the merger is considered to have taken effect from that date. The final merger will become effective once all remaining formalities outlined in the scheme are completed. As part of the arrangement, shareholders of Sanghi Industries will receive 12 equity shares of Ambuja Cements for every 100 shares they hold. This share swap ratio facilitates the seamless absorption of Sanghi Industries, which is already a subsidiary where Ambuja Cements holds a 58.08% equity stake.

Strategic Rationale and Synergies

The primary objective behind this merger is to streamline operations and unlock significant synergies. Ambuja Cements stated in filings that the amalgamation will allow it to fully absorb Sanghi's business, leading to more effective and economical management. Key benefits cited include better resource utilisation, reduced overheads, cost savings through economies of scale, and the elimination of duplicated corporate efforts. Furthermore, the consolidation simplifies the organisational structure and compliance requirements, aligning with the Adani Group's vision of a unified business platform.

A Timeline of Consolidation

This NCLT approval is the culmination of a process that began over a year ago. Ambuja Cements first completed the acquisition of Sanghi Industries in December 2023, at an enterprise value of approximately Rs 5,185 crore. Following the acquisition, in December 2024, the board of Ambuja Cements announced its plan to merge Sanghi Industries, along with Penna Cement Industries, into the parent company. The process moved forward when the NCLT, on September 26, 2025, approved the convening of a shareholder meeting, which was subsequently held on November 20, 2025, to seek approval for the scheme.

Key Merger Details at a Glance

Adani Group's Broader Cement Ambitions

The merger of Sanghi Industries is a significant part of the Adani Group's larger strategy to create a single, powerful 'One Cement Platform'. Since acquiring Ambuja Cements and ACC Ltd. from Holcim in September 2022, the group has aggressively pursued inorganic growth to establish itself as the second-largest cement manufacturer in India. The strategy involves consolidating all its cement assets, including recent acquisitions like Penna Cement and Orient Cement, under the Ambuja Cements umbrella. This unified structure is designed to drive efficiency and support the group's ambitious goal of reaching a production capacity of 140 million tonnes per annum (MTPA) by 2028.

Market Impact and Competitive Landscape

The integration of Sanghi Industries strengthens Ambuja Cements' market presence, particularly in Western India. Sanghi's facility in Sanghipuram, Gujarat, is India's largest single-location cement and clinker production unit, and its substantial limestone reserves are a valuable asset. This consolidation enhances Ambuja's competitive position against the market leader, UltraTech Cement. By optimizing logistics, reducing costs, and leveraging a larger production base, the newly integrated entity is better positioned to compete on both price and scale.

Conclusion and What Lies Ahead

The NCLT's approval for the Ambuja-Sanghi merger is a pivotal milestone in the Adani Group's journey to dominate the Indian cement sector. It validates the strategic logic of consolidation and paves the way for realizing operational efficiencies. While the formal effective date is pending the completion of final procedures, the legal and regulatory hurdles have been cleared. Investors and market observers will now watch closely as Ambuja Cements integrates Sanghi's operations and moves forward with its broader plan to merge other acquired entities, solidifying its position as a formidable force in the industry.