The Board of Directors of Ambuja Cements Limited approved a Scheme of Arrangement on December 17, 2024, for the amalgamation of Sanghi Industries Limited with Ambuja Cements Limited. Ambuja Cements, the promoter of Sanghi Industries, currently holds 58.08% of its equity share capital and 100% of its 8% non-convertible cumulative redeemable preference shares.
Key Details of the Scheme
Approvals and Transaction Nature
The merger is classified as a related party transaction but will be executed on an arm’s length basis. It remains subject to statutory and regulatory approvals.
Rationale for the Merger
- Both companies belong to the cement industry, and the merger enables Ambuja Cements to fully absorb Sanghi Industries’ operations.
- Expected benefits include:
- Optimized resource utilization
- Reduced overhead costs
- Economies of scale
- Elimination of duplications
- Streamlined compliance
- Enhanced business potential and shareholder value
- The merger will consolidate multiple entities within the group.
Share Exchange Ratio
For every 100 equity shares of Sanghi Industries Limited, Ambuja Cements Limited will issue 12 equity shares to eligible Sanghi shareholders.
Impact on Shareholding Patterns
Ambuja Cements Limited:
- Pre-Merger:
- Promoter/Promoter Group: 67.53%
- Public: 32.47%
- Post-Merger:
- Promoter/Promoter Group: 67.18%
- Public: 32.82%
Sanghi Industries Limited:
- Pre-Merger:
- Promoter/Promoter Group: 75%
- Public: 25%
- Post-Merger:
- All shares to be absorbed, and Sanghi Industries’ shareholding pattern will cease to exist.
Additional Note
The merger is independent of a separate Scheme of Amalgamation involving Adani Cementation Limited. If approved, the Adani Cementation Scheme will lead to the issuance of additional Ambuja Cements shares to Adani Enterprises Limited.
This merger is set to unlock operational efficiencies, enhance business synergy, and deliver long-term shareholder value.
