What the Ambuja Cements, ACC and Orient Cement Merger Means for Adani Shareholders

Even though the deal involves equity dilution that is still EPS-accretive for current Ambuja shareholders, Ambuja Cements' decision to combine ACC and Orient Cement into itself represents a structural reset of the Adani Group's cement empire, creating a single "one cement platform" with sharper operating leverage. The swap ratios give all three shareholder bases direct exposure to the integrated Adani cement narrative while implying a nearly valuation-neutral exit for ACC and a minor gain for Orient.

Two Schemes Approved by Ambuja Cements’ Board for Merger

The board of Ambuja Cements has approved two consolidation plans to combine ACC and Orient Cement into Ambuja; there will be no financial compensation and solely share exchanges. For every 100 ACC shares with a face value of INR 10, shareholders of ACC would receive 328 Ambuja shares with a face value of Rs 2, while owners of Orient Cement will receive 33 Ambuja shares with a face value of Rs 2 for every 100 Orient shares with a face value of INR 1.

According to local broking firm Emkay, the swap effectively values ACC at approximately INR 1,772 per share against a market price of INR 1,777, making it broadly neutral, while Orient is valued at approximately INR 178 per share against a CMP of Rs 163, meaning nearly a 9% premium. Subject to shareholder and regulatory approval, the plans are expected to go into force within the next year, with the dates set for ACC and Orient being January 1, 2026, and May 1, 2026, respectively. Orient Cement shares surged up to 10% to INR 180 after the deal was announced last night, while Ambuja shares surged up to 4% and ACC was up slightly by 1.5%.

How Ambuja Plans to Execute the Merger

Since Ambuja already controls roughly 73% of Orient and 50% of ACC, the merger effectively buys out the remaining minorities through shares. Ambuja will issue around 308 million and 18–19 million additional shares, respectively, or about 326–327 million shares in total, to purchase the 49.95% minority in ACC and 27.34% in Orient. When all ongoing transactions, including those involving Sanghi and Penna, are taken into account, Ambuja's outstanding equity will increase from around 2.47 billion shares to roughly 2.78–2.80 billion, meaning that current Ambuja shareholders will see an equity dilution of roughly 12–13%.

According to Motilal Oswal, after all stated amalgamations, promoter ownership will decrease from 67.65% to roughly 60.9%, while institutional and public float will grow in tandem. This means Ambuja investors will have a smaller portion of a much larger, more integrated pan-India cement platform. This merger is the logical conclusion of the Adani Group's two-year consolidation push to combine Ambuja, ACC, Orient, Sanghi, and Penna under one listed company. It's a "transformational step", according to management, that streamlines the group's cement structure, consolidates ownership and control, and transforms the current Master Supply Agreement model into direct, internal operations.

Operationally, Ambuja hopes to reduce overlapping corporate costs, streamline the network and branding, optimise manufacturing and logistics, and increase margins by at least INR 100 per tonne through synergy benefits. Strategically, the combined platform supports Ambuja's aim to increase cement capacity from roughly 107 mtpa to 155 mtpa by FY28. This plan is backed by ambitious capital expenditures on both organic and inorganic expansion, as well as a balance sheet that is mostly debt-free.