Meeting Details

The NCLT-convened meeting of Equity Shareholders of Ambuja Cements Limited was held on Tuesday, September 29, 2026 at 12:30 p.m. (IST) through Video Conference/Other Audio Visual Means (VC/OAVM). The meeting was convened pursuant to the order dated July 29, 2026 of the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench. The proceedings were deemed to be conducted at the Registered Office of the Company at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382 421, Gujarat, India.

Proposed Resolution and Implications

The single resolution sought approval for the Scheme of Amalgamation of ACC Limited with Ambuja Cements Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The scheme involves the amalgamation of ACC Limited (as the amalgamating company) with Ambuja Cements Limited (as the amalgamated company).

Voting Process and Methods

The Company appointed Central Depository Services (India) Limited (CDSL) as the agency for providing remote e-voting and e-voting facility. The remote e-voting period commenced on Thursday, September 24, 2026 at 9:00 a.m. (IST) and closed on Monday, September 28, 2026 at 5:00 p.m. (IST). At the physical meeting, e-voting facility was provided for shareholders who attended through VC/OAVM but had not exercised their vote through remote e-voting. Newspaper advertisements were published in Indian Express (all editions) and Financial Express (Ahmedabad edition) on Friday, August 28, 2026.

Key Voting Outcomes

Total Votes Cast:

  • Total members who voted: 1,615
  • Total shares voted: 2,268,120,094
  • Percentage of outstanding shares voted: 91.27%

Votes in Favor:

  • Members voting in favor: 1,567
  • Shares voted in favor: 2,267,313,887
  • Percentage of valid votes in favor: 99.98%

Votes Against:

  • Members voting against: 48
  • Shares voted against: 547,772
  • Percentage of valid votes against: 0.02%

Invalid/Abstain Votes:

  • No invalid or abstain votes were recorded

Participation Breakdown by Shareholder Category

Promoter and Promoter Group:

  • Shares held: 1,672,081,052
  • Shares voted: 1,672,081,052 (100.00% participation)
  • Votes in favor: 1,672,081,052 (100.00%)
  • Votes against: 0 (0.00%)

Public Institutions:

  • Shares held: 617,768,891
  • Shares voted: 578,489,734 (93.64% participation)
  • Votes in favor: 577,955,331 (99.91%)
  • Votes against: 534,403 (0.09%)

Public Non-Institutions:

  • Shares held: 194,967,243
  • Shares voted: 17,290,873 (8.87% participation)
  • Votes in favor: 17,277,504 (99.92%)
  • Votes against: 13,369 (0.08%)

Meeting Attendance Details

Out of 42 equity shareholders holding 551,061,201 equity shares who attended the meeting:

  • 23 shareholders holding 551,055,781 shares had already voted via remote e-voting
  • 18 shareholders holding 5,410 shares did not cast their votes
  • 1 shareholder holding 10 shares cast their vote through e-voting at the meeting
  • 5 shareholders holding 3,037,282 shares had under-voted by 258,435 shares through remote e-voting

Scrutinizer's Role and Findings

Manvi Damle, Advocate (Enrollment No. G/4503/2018), was appointed as Scrutinizer by the NCLT. The votes cast through CDSL were unblocked on Tuesday, September 29, 2026 at 01:17 p.m. in the presence of two independent witnesses: Mr. Raimeen Maradiya and Ms. Khushi Thacker. The scrutinizer certified that the voting process was conducted in a fair and transparent manner and all relevant records were handed over to the Company Secretary for safe keeping.

Compliance Confirmation

The voting process complied with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and relevant MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024. The promoter/promoter group was interested in the resolution.