Orient Cement merger vote: 97.83% approval in 2026

What the NCLT-convened vote was about

Orient Cement Limited and Ambuja Cements Limited have moved a step closer to completing their proposed Scheme of Amalgamation, following shareholder votes held under the supervision of the National Company Law Tribunal (NCLT), Ahmedabad Bench. The process is part of a court-convened mechanism under Sections 230-232 of the Companies Act, 2013, where shareholders vote on the scheme after receiving a formal notice, explanatory statement, and voting instructions.

Orient Cement also informed stock exchanges about the completion of dispatch of the NCLT meeting notice, including a copy of the related newspaper publication. The disclosures were made under Regulation 30 of the SEBI (LODR) Regulations as part of ongoing scheme-related updates to the market.

Timeline: NCLT order and meeting schedule

The NCLT, Ahmedabad Bench directed that meetings of equity shareholders of both Orient Cement and Ambuja Cements be held to consider the scheme. The order is dated July 20, 2026 and was received by Ambuja Cements on the same date, as stated in the shared information.

For Orient Cement, the equity shareholders’ meeting was scheduled for September 28, 2026 at 10:30 a.m. IST and was to be conducted through video conference or other audio-visual means. The company also arranged electronic voting, including remote e-voting and e-voting during the meeting.

How shareholders voted at Ambuja Cements

Ambuja Cements disclosed the outcome of its NCLT-convened meeting held on September 28, 2026, where equity shareholders voted on the Scheme of Amalgamation involving Orient Cement. The resolution was approved with near-unanimous support.

As per the disclosed voting results, 99.98% of the total votes were cast in favour of the scheme. Among public shareholders, the approval stood at 99.93%. This level of support indicates that the shareholder base broadly backed the combination on the terms presented.

How shareholders voted at Orient Cement

Orient Cement’s equity shareholders also approved the scheme in the NCLT-convened meeting held on September 28, 2026. The resolution received 97.83% of total votes polled in favour.

The promoter group support was reported as 100%, covering 14.90 crore shares which represent 72.66% of Orient Cement’s paid-up capital, as disclosed. At the same time, the vote revealed a sharper split within institutional public shareholders, with 35.81% voting against the scheme in that category. While the overall outcome met the approval threshold, the institutional dissent is a notable datapoint for minority shareholder tracking.

Voting mechanics: cut-off date and e-voting window

Orient Cement stated that shareholder participation would be determined by a cut-off date of September 21, 2026. Remote e-voting was scheduled to be available from September 23 to September 27, 2026, along with e-voting during the meeting.

The scheme approval threshold described in the shared text includes a majority representing three-fourths in value of equity shareholders. It also notes a public shareholder voting condition where favourable votes from public shareholders must exceed opposing votes.

Share exchange ratio and appointed date

The board-approved scheme features a share exchange ratio of 33:100. This means shareholders are to receive 33 shares of Ambuja Cements for every 100 shares of Orient Cement, as stated.

The appointed date for the amalgamation has been disclosed as May 1, 2025. The scheme is described as a merger of Orient Cement (transferor company) into Ambuja Cements (transferee company) as a going concern, with the potential dissolution of Orient Cement and issuance of new shares by Ambuja based on the determined exchange ratio.

Exchange observations and regulatory conditions

Orient Cement received an observation letter noting ‘no adverse objection’ from BSE and a ‘no objection’ letter from NSE on June 04, 2026 for the proposed amalgamation. The exchanges required extensive disclosures to shareholders, including information on financial impacts, valuations, and pending legal actions, as indicated in the provided details.

The information also states that the scheme must be filed with the NCLT within six months, and that exchanges may withdraw their observations if any information is later found to be misleading.

Corporate background and current structure

Orient Cement’s corporate history in the provided text includes that the company was formed through the demerger of the cement business of Orient Paper & Industries Ltd in 2012. The transferor company is also described as incorporated in 2011 and having shifted to Gujarat in 2026.

Orient Cement is stated to have no subsidiaries, implying standalone financial results apply for the merger-related disclosures. It is also described as a subsidiary of Ambuja Cements Limited, with Ambuja holding 72.66% of Orient’s equity shares.

Market impact and what investors may watch

The voting outcomes provide a clear signal of promoter and broad shareholder support at both companies, with Ambuja’s vote especially decisive at 99.98% in favour. But the disclosed 35.81% institutional public opposition within Orient Cement’s vote introduces a measurable level of concern from that shareholder category, even though the total vote still cleared with 97.83% support.

The next market-relevant checkpoints are procedural and regulatory: finalisation of filings, verification of compliances tied to exchange observation conditions, and NCLT’s consideration of the scheme based on the record of meetings and votes. Any future disclosures around effective date steps, implementation timelines, and issuance of Ambuja shares under the 33:100 ratio are likely to remain key for minority shareholders.

Key facts table

Conclusion

The NCLT-convened shareholder votes on September 28, 2026 delivered approvals at both Ambuja Cements and Orient Cement for the proposed amalgamation, with Ambuja’s vote at 99.98% and Orient’s at 97.83%. While promoter support at Orient was fully in favour, the disclosed institutional public opposition of 35.81% stands out as a datapoint investors may continue to track. The next steps hinge on regulatory and tribunal processes, including filings and NCLT consideration of the scheme based on the meeting outcomes and disclosures already made to exchanges.