NCLT Clears Merger of Adani Cementation with Ambuja Cements, Effective from April 2024

Sanction has been granted by the National Company Law Tribunal against a historical merger scheme for the Adani Group toward the consolidation of its cement portfolio. Adani Cementation Limited, a fully owned subsidiary of Adani Enterprises Limited (AEL), was associated with Ambuja Cements. The bench of NCLT on June 18, 2025, sanctioned the merger scheme effective from April 1, 2024, subject to meeting all conditions by the merger agreement.

According to the approved scheme, AEL is supposed to receive 8.7 million Ambuja Cements shares in a swap arrangement of 174 Ambuja shares for 1 Adani Cementation share. As a result of this merger, all assets and liabilities, including all leasehold rights such as approximately 275 million tonnes of limestone reserves in Lakhpat, Gujarat, would become part of Ambuja Cements instantaneously. The cement manufacturing unit proposed by Adani Cementation in Raigad, Maharashtra, would also be included.

The NCLT has directed Ambuja Cements, which is itself listed currently on Indian stock exchanges and Luxembourg Stock Exchanges through its Global Depository Receipts, to comply with all regulations and directions as may be stipulated by SEBI and issued by the NSE, BSE, and by other international regulators.

This merger forms part of a larger scheme of consolidation announced earlier by Adani Group in June 2024, with a focus on maximizing operational synergies, expediting project execution, and maximizing long-term value generation. “This merger will enable Ambuja Cements to start construction operations at multiple project sites without further delay,” said the joint statement of both companies.

Adani Group has now come into the cement business officially in 2022 when it bought Ambuja Cements from Holcim, costing $6.4 billion. With this, it has emerged as the second-largest cement producer in India, as it is now set to cross 100 MTPAs. Adani Group has further plans to increase Ambuja’s capacity to 140 MTPA by FY28 through adopting a combination of brownfield projects and integration of assets of Adani Cementation.

In contrast, another Goliath player, UltraTech Cement, boasts a capacity of 150 MTPA and has set itself a target of 200 MTPA by FY27.