Ambuja Cements-Sanghi Merger Gets NCLT Nod for 2026

Introduction to the Merger Approval

The Adani Group-promoted Ambuja Cements has received the official sanction from the National Company Law Tribunal (NCLT) for its merger scheme with subsidiary Sanghi Industries. In an exchange filing on February 9, 2026, the company confirmed that the Ahmedabad bench of the NCLT pronounced its order, clearing a significant regulatory hurdle for the consolidation. This approval is a pivotal step in the Adani Group's broader strategy to streamline its cement operations and enhance its market leadership in India.

Details of the NCLT Sanction

The tribunal, after a detailed analysis, concluded that the proposed scheme of arrangement is beneficial to both companies and does not compromise the interests of shareholders or creditors. The order establishes April 1, 2024, as the appointed date for the merger. This means that for accounting and operational purposes, the merger is considered to have taken place from that date, even though the scheme will become fully effective only after all remaining procedural formalities are completed. Ambuja Cements has stated it will update the stock exchanges once the scheme is officially effective.

Background of the Acquisition

The NCLT's approval follows Ambuja Cements' acquisition of a controlling stake in Sanghi Industries. The acquisition was completed in December 2023 at an enterprise value of approximately ₹5,185 crore. Following this, Ambuja Cements became the promoter of Sanghi Industries, holding a 58.08% equity stake. The board of Ambuja Cements subsequently approved the merger plan in December 2024, setting the stage for the full integration of Sanghi's operations into its own.

Strategic Rationale and Synergies

The primary objective of the merger is to create a more efficient and robust business structure. Ambuja Cements has outlined several key benefits, including the complete absorption of Sanghi's business, which will lead to better resource utilisation and significant cost savings through economies of scale. The consolidation aims to streamline the organisational structure, eliminate duplicated functions, and simplify compliance requirements. This move is expected to enhance operational efficiency, improve cost management, and ultimately drive greater shareholder value.

Shareholder Implications and Swap Ratio

Under the terms of the approved scheme, shareholders of Sanghi Industries will become shareholders of Ambuja Cements. The arrangement specifies a share swap ratio where eligible Sanghi Industries shareholders will receive 12 equity shares of Ambuja Cements (with a face value of ₹2 each) for every 100 equity shares they hold in Sanghi Industries (with a face value of ₹10 each). This integration provides Sanghi's shareholders with a stake in a larger, more diversified entity.

Sanghi Industries' Strategic Assets

Sanghi Industries brings significant assets to the table. The company operates a clinker capacity of 6.6 million tonnes per annum (MTPA) and a cement capacity of 6.1 MTPA. A key asset is its Sanghipuram facility in Gujarat, which is one of the largest single-location cement and clinker plants in India. This facility is supported by a captive power plant, a captive jetty for efficient logistics, and vast limestone reserves estimated at one billion tonnes. These assets are expected to bolster Ambuja's manufacturing footprint, particularly in western India, and enhance its coastal distribution network.

Adani Group's Cement Ambitions

This merger is a critical component of the Adani Group's ambitious plan to become India's largest cement manufacturer. The group is targeting a total cement capacity of around 140 MTPA by the fiscal year 2028. The integration of Sanghi Industries, along with other planned consolidations like the proposed merger of Penna Cement Industries, is designed to accelerate this growth. The strategy focuses on strengthening cash flows, supporting faster expansion, and deepening market penetration across the country.

Market Reaction and Outlook

The market responded positively to the news of the NCLT approval. On the day of the announcement, shares of Ambuja Cements closed approximately 2.5% higher at ₹542.70 on the NSE. The approval removes uncertainty and paves the way for the company to unlock the anticipated synergies from the merger. The focus will now shift to the final procedural steps required to make the scheme effective. The successful integration of Sanghi's assets is expected to strengthen Ambuja's competitive position and support its long-term growth trajectory in the Indian cement sector.