Ambuja Sets a Sept 28 Vote to Fold Subsidiary Orient Cement In at 33 Shares per 100

On August 26, Ambuja Cements filed the notice of a meeting of its equity shareholders convened by the National Company Law Tribunal, Ahmedabad Bench, under an order dated July 20, 2026. The meeting is on Monday, September 28, 2026 at 12:30 IST by video conference, to consider the scheme of amalgamation of Orient Cement Limited into Ambuja. Remote e-voting runs from September 23 (09:00) to September 27 (17:00), with September 21 as the e-voting cut-off date.

The scheme's consideration is fixed: 33 Ambuja shares of face value ₹2, credited as fully paid, for every 100 Orient shares of face value ₹1. Fairness opinions on the ratio were issued on December 22, 2025 by SBI Capital Markets (to Orient's board) and IDBI Capital Markets (to Ambuja's board). NSE issued its no-objection letter and BSE its no-adverse-observations letter on June 4, 2026. Ambuja's own shares in Orient are cancelled under the scheme; only Orient's public holders receive new shares.

Orient Cement is not a rival being absorbed. Per the scheme notice, Ambuja acquired 46.66% of Orient from its erstwhile promoters and certain public shareholders, then a further 26.00% through an open offer completed on June 18, 2025, taking its holding to 72.66% as of June 30, 2026. Orient's results have been consolidated in Ambuja's since. The remaining 27.34% (5,61,67,143 shares) is public.

Because the subsidiary is already consolidated, the merger's effect is structural: one listed entity instead of two, Orient's minority bought out in Ambuja paper at a fixed ratio, and about 0.75% dilution for Ambuja holders. The ₹250-per-tonne cost-reduction target that management discussed on the Q1 call is an operating programme for the existing group and is not presented in the filings as a merger synergy.

Q1 FY27 revenue was ₹9,500 Cr with operating EBITDA of ₹1,589 Cr, a margin of 16.7% that management described as up 3.3 percentage points sequentially, with EBITDA per tonne of ₹931. The company reported a ₹206-per-tonne sequential cost reduction and stated it remains debt-free. On August 10, a wholly-owned subsidiary commissioned a 1.2 MTPA grinding unit at Dahej, taking consolidated capacity to 110.05 MTPA; that filing arrived after the close, and the stock closed 1.6% lower the next session.

The stock closed at ₹419.20 on August 26 (+1.5% on the day), before the notice reached the exchange, and at ₹411.05 the next session (−1.9%) on ordinary volume. It sits 28% below its 52-week high of ₹573.10 and 4.6% above the 52-week low of ₹394 set on March 23. Over the longer window, the share traded as high as ₹624.95 in July 2025.