JSW Cement-Shiva Cement merger set at 5:41 ratio

What has been approved

Shiva Cement Ltd’s board has approved a Scheme of Arrangement to amalgamate Shiva Cement into JSW Cement Ltd. The proposal also includes a reorganisation of reserves, described as adjusting retained earnings with securities premium. The arrangement is subject to the usual set of clearances, including shareholder approvals, National Company Law Tribunal (NCLT) approval, and other regulatory and procedural approvals.

Separately, JSW Cement’s board has also approved the merger with its subsidiary Shiva Cement. The disclosures frame the merger as a consolidation move within the group’s cement operations.

Share exchange ratio: 5:41

A key detail disclosed with the merger approval is the share exchange ratio of 5:41. The boards’ approvals indicate that the merger terms have been finalised at the board level, while completion still depends on the approval process and filings.

The exchange ratio is likely to be among the main items that shareholders review when voting on the scheme. The timeline for completion has not been provided in the available information, beyond the statement that shareholder and NCLT approvals are required.

Approvals needed and the process from here

The scheme requires approvals from shareholders of the relevant companies and the NCLT. The company also cited “other approvals,” indicating additional regulatory or statutory steps may apply. These are standard conditions in mergers executed through a scheme of arrangement.

Shiva Cement’s governance actions in the months leading up to the merger approval have included shareholder processes and disclosures to stock exchanges. These steps matter because they help create a documented trail of approvals, related party permissions, and promoter shareholding changes ahead of any group consolidation.

AGM updates: FY26 accounts and director re-appointment

Shiva Cement said it adopted its audited financial statements for FY26 and re-appointed Shouvik Chakraborty as Director at its 40th annual general meeting (AGM) held on July 17, 2026. The AGM outcome was disclosed alongside the context of capacity expansion activity in Odisha and ongoing governance and transaction approvals for the next financial year.

Shiva Cement is part of the JSW Group and primarily serves markets in eastern India. It manufactures Portland Slag Cement (PSC), Portland Pozzolana Cement (PPC), and Portland Composite Cement (PCC).

Postal ballot and related party transaction approvals

Shiva Cement’s postal ballot process concluded on June 13, 2026, with all resolutions passing with a significant majority. The company also received shareholder approval for material related party transactions with four JSW group companies for the financial year 2026-27.

With these approvals, the company can proceed with planned transactions with JSW Cement Ltd, JSW JFE Steel Ltd, Bhushan Steel and Power Ltd, and JSW International Tradecorp PTE Ltd for FY27. The approvals are relevant because they formalise the permissions needed for intra-group dealings in the coming year.

Capacity expansion in Odisha: Sambalpur grinding unit

JSW Cement has commissioned a 1 MTPA cement grinding unit in Sambalpur, Odisha, through its subsidiary Shiva Cement. The company said this expansion increases JSW Cement’s total installed capacity to 21.6 MTPA. The stated objective of the Sambalpur unit is to meet growing demand in the eastern region.

According to the provided information, the new Sambalpur facility was funded and supervised by majority-owned subsidiary Shiva Cement. This detail positions Shiva Cement as an operating vehicle for executing specific capacity additions within the group.

Assets and operating footprint highlighted by Shiva Cement

Shiva Cement said it operates an integrated clinkerisation plant, a cement grinding unit, a waste heat recovery (WHR) power plant, and captive limestone mines, primarily serving eastern India. It also reported receiving “Consent to operate” at the Khatkurbahal (North) Block Limestone and Dolomite Mines.

The context provided includes two points on ownership history: it states the company has been part of the JSW Group since 2022, and it also notes that Shiva Cement was acquired by JSW Cement in fiscal 2017 and became its subsidiary thereafter.

Promoter shareholding changes disclosed under SEBI SAST

Separate disclosures under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 covered JSW Cement’s acquisition of Shiva Cement shares and the resulting promoter-group shareholding change.

• On February 3, 2026, JSW Cement acquired 112,095 equity shares, increasing its shareholding from 66.1765% to 66.2145% of Shiva Cement’s diluted voting capital.
• On February 4, 2026, JSW Cement acquired 48,628 equity shares, increasing its holding from 66.2145% to 66.231% of Shiva Cement’s voting capital.

These incremental transactions are small in percentage terms but are still required to be disclosed because they change the promoter group’s holding.

IPO-linked developments: JSW Cement and JSW One Platforms

The information also notes that India’s markets regulator approved JSW Cement’s initial public offering, as shown on the regulator’s website. The approval came four months after the IPO was put on hold for reasons that were not disclosed.

In a separate disclosure dated August 13, 2026, the Board of Directors approved the company’s participation in the proposed initial public offering of JSW One Platforms Limited (JOPL) as a Promoter Selling Shareholders by offer for sale.

Key facts at a glance

Market impact and why the merger matters

The approvals point to a broader effort to simplify the group’s cement structure by merging a subsidiary into the parent. In corporate actions like this, a scheme of arrangement can reduce complexity in ownership and reporting, but it only becomes effective after shareholder and tribunal approvals.

Operationally, the disclosures tie the consolidation to capacity creation in eastern India. The Sambalpur commissioning and the “consent to operate” update for mining are operational milestones that strengthen the supply chain for the region. Separately, IPO-related references indicate that capital markets actions are underway at the group level, with JSW Cement receiving regulatory clearance for its IPO and the board also approving participation in the JSW One Platforms IPO as an offer-for-sale seller.

Conclusion

JSW Cement and Shiva Cement have moved the proposed merger forward with board approvals and a disclosed 5:41 share exchange ratio, while Shiva Cement continues to report governance approvals and Odisha capacity milestones. The next steps depend on shareholder votes, NCLT proceedings, and any additional regulatory approvals required under the scheme.