Scheme of Arrangement Details

JSW Cement Limited and its listed subsidiary Shiva Cement Limited have approved a scheme of arrangement involving the amalgamation of Shiva Cement with and into JSW Cement. The consolidation aims to create a single unified cement platform.

Share Exchange Ratio

JSW Cement will issue 5 equity shares of face value ₹10 each for every 41 equity shares of face value ₹2 each held in Shiva Cement to the shareholders of Shiva Cement (other than JSW Cement).

Strategic Rationale

  • Business Synergies: Pooling of financial, managerial, technical, distribution, marketing and other resources to drive operational efficiency
  • Optimization of raw material procurement: Backward integration through Shiva Cement's clinker facility, reducing dependence on external procurement and improving supply chain efficiency
  • Financial Synergies: Enhanced funding flexibility, lower financing costs and elimination of inter-company guarantees
  • Enhancing Shareholder Value: Future scalability and operational efficiency through improved operational synergies will enhance economic value for shareholders; public shareholders of Shiva Cement will receive direct shareholding in a larger, more liquid entity with diversified institutional investor base
  • Simplified Structure: Reduction in administrative duplications, compliance requirements and consolidation efforts
  • The Scheme will result in the right sizing of the financial statements of the companies involved

Approval Process and Timeline

The Scheme is subject to receipt of requisite approvals from:

  • Stock Exchanges
  • SEBI
  • National Company Law Tribunal (NCLT)
  • Odisha Industrial Infrastructure Development Corporation
  • Other statutory and regulatory authorities as applicable
  • Respective companies' shareholders and creditors as required under applicable laws and/or directed by NCLT

The transaction is expected to be completed within 12-14 months, subject to timely receipt of regulatory approvals.

Management Commentary

Mr. Nilesh Narwekar, CEO of JSW Cement, stated: "The proposed merger is a strategic step towards creating a more integrated and efficient business. It will unlock operational and financial synergies, strengthen backward integration, and simplify our corporate structure. Importantly, it will enable Shiva Cement's public shareholders to participate directly in the growth of a larger and more liquid listed entity."

Independent Advisors

  • JM Financial Limited: Exclusive financial advisor
  • Price Waterhouse & Co LLP: Tax & regulatory advisor
  • PwC Business Consulting Services LLP and BDO Valuation Advisory LLP: Independent registered valuers for share exchange ratio report
  • SBI Capital Markets Limited: Fairness opinion to JSW Cement Board
  • DAM Capital Advisors Limited: Fairness opinion to Shiva Cement Board

Company Background

JSW Cement Limited is part of the JSW Group with diversified businesses across steel, energy, maritime, infrastructure, defence, B2B e-commerce, realty, automotive, paints, sports and venture capital. The Company has:

  • Cement grinding capacity: 24.10 MTPA
  • Clinkerisation capacity: 9.74 MTPA
  • Market leadership: India's largest manufacturer of GGBS with approximately 84% market share
  • Product portfolio: Blended cement (PSC, PCC, PPC), GGBS, OPC, clinker, ready-mix concrete, construction chemicals, waterproofing compounds
  • Operational footprint: Nine plants in India including two integrated units, one clinker unit and six grinding units across Andhra Pradesh, Karnataka, Tamil Nadu, Maharashtra, West Bengal, Odisha, and Rajasthan
  • International presence: Clinker unit through JSW Cement FZC Joint Venture in UAE
  • Environmental leadership: Lowest carbon dioxide emission intensity among peer cement manufacturers in India and globally

Shiva Cement Limited, a subsidiary of JSW Cement, has its clinker manufacturing facility strategically located at the geographical border of Odisha, Chhattisgarh and Jharkhand with close proximity to raw materials. In FY26, Shiva Cement commissioned a 1.0 MTPA cement grinding unit at Sambalpur in Odisha through a commercial arrangement with Bhushan Power and Steel Limited.

Forward-Looking Statements

The release contains forward-looking statements subject to risks and uncertainties including fluctuations in earnings, ability to manage growth, intense competition, wage increases, ability to attract professionals, reduced cement demand, withdrawal of governmental incentives, political instability, intellectual property issues, and general economic conditions. The company does not undertake to update any forward-looking statements.