NSEShareholders meeting28 Sept 2026 · 28 Sept 2026, 09:09 pm
Shareholders meeting
Ambuja Cements Limited · AMBUJACEM
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Ambuja Cements Limited has informed the Exchange regarding outcome and proceedings of NCLT Convened General Meeting held on September 28, 2026. The company has submitted the Exchange a copy of Scrutinizers report along with voting results.
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Full Announcement
Ambuja Cements Limited has informed the Exchange regarding outcome and proceedings of NCLT Convened General Meeting held on September 28, 2026. Further, the company has submitted the Exchange a copy of Scrutinizers report along with voting results
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September 28, 2026
National Stock Exchange of India BSE Limited Luxembourg Stock Exchange
Limited
Scrip Code: AMBUJACEM Scrip Code: 500425 Code: US02336R2004
Sub.: Outcome of the Meeting of the Equity Shareholders of Ambuja Cements Limited
convened pursuant to the Order passed by the Hon’ble National Company Law
Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”), in relation to the Scheme of
Amalgamation of Orient Cement Limited (“Transferor Company”) with Ambuja
Cements Limited (“Transferee Company” or “Company”) (“Scheme”).
Dear Sir/Madam,
Pursuant to the Hon’ble Tribunal’s Order dated July 20, 2026, a meeting of the Company’s
Equity Shareholders was convened on Monday, September 28, 2026, at 12:30 p.m. (1230
hours) IST through Video Conferencing/Other Audio-Visual Means (“NCLT Convened
Meeting”) to consider and, if thought fit, approve the Scheme.
The summary of proceedings of the NCLT Convened Meeting, as required under Regulation
30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), is enclosed as Annexure I.
The voting results, in the format prescribed under Regulation 44 of the SEBI Listing
Regulations, together with the Scrutinizer’s Reports, are enclosed as follows:
a) Under the Companies Act, 2013 and the NCLT Order — Annexure II;
b) Under the SEBI Master Circular dated June 20, 2023 — Annexure III.
The resolution approving the Scheme was passed by the requisite majority of the
Company’s Equity Shareholders, including Public Shareholders, in accordance with the
NCLT Order, the Companies Act, 2013, and the SEBI Master Circular dated June 20, 2023.
Ambuja Cements Limited
Registered Office:
Adani Corporate House
Shantigram, Near Vaishno Devi Circle,
S. G. Highway, Khodiyar,
Ahmedabad – 382 421, Gujarat, India
Ph +91 79-2656 5555
E mail: investors.relation@adani.com
www.ambujacement.com
CIN: L26942GJ1981PLC004717
This intimation will also be uploaded on the Company’s website at
www.ambujacement.com.
Kindly take note of the above.
Thanking you,
Yours faithfully,
For, Ambuja Cements Limited
Manish Mistry
Company Secretary & Compliance Officer
Membership No. F8373
Ambuja Cements Limited
Registered Office:
Adani Corporate House
Shantigram, Near Vaishno Devi Circle,
S. G. Highway, Khodiyar,
Ahmedabad – 382 421, Gujarat, India
Ph +91 79-2656 5555
E mail: investors.relation@adani.com
www.ambujacement.com
CIN: L26942GJ1981PLC004717
Annexure I
AMBUJA CEMENTS LIMITED
SUMMARY OF PROCEEDINGS OF
NCLT CONVENED MEETING OF THE EQUITY SHAREHOLDERS
MONDAY, 28TH SEPTEMBER 2026, 12:30 P.M. (1230 hours) (IST)
THROUGH VC/OAVM
Pursuant to the order dated July 20, 2026, passed by the Hon’ble
National Company Law Tribunal, Ahmedabad Bench (“NCLT”), read with
the applicable circulars issued by the Ministry of Corporate Affairs and
SEBI, a meeting of the Equity Shareholders of Ambuja Cements Limited
(the “Company”) was held on Monday, September 28, 2026, at 12:30 p.m.
(1230 hours IST) through Video Conferencing/Other Audio Visual Means
(“VC/OAVM”).
Mr. Atul Lakhanpal, Senior Advocate and NCLT-appointed Chairman,
chaired the Meeting.
The following Directors attended the meeting through VC:
1. Mr. Vinod Bahety (DIN: 09192400), CEO & Whole-time Director;
2. Mr. Ameet Desai (DIN: 00007116), Independent Director; and
3. Mr. Praveen Garg (DIN: 00208604), Independent Director.
Mr. Gautam S Adani, Chairman of the Board; Mr. Karan Adani, Non-
executive Director; Ms. Purvi Sheth, Independent Director; and Mr.
Maheswar Sahu, Independent Director, were unable to attend the
Meeting due to personal commitments.
Mr. Rohit Soni, Chief Financial Officer, Mr. Manish Mistry, Company
Secretary, were also present at the Meeting.
Representatives of the Statutory Auditors, Secretarial Auditors, legal
counsel M/s Singhi & Co., and the Scrutinizers also attended the
meeting in person or through VC.
As the requisite quorum was present, the Chairman called the Meeting
to order and welcomed the Members.
The Company received four authorisations from the Promoter/Promoter
Group, covering approximately 167.20 crore shares, representing 67.33%
of the Company’s paid-up share capital.
He further explained that since the meeting was conducted via
VC/OAVM, the facility for appointing proxies by equity shareholders
(including public shareholders) was not applicable. Consequently, the
register of proxies did not need to be maintained, and therefore, the
question of inspection does not arise.
With the Members’ consent, the Notice convening the Meeting, the
Explanatory Statement under Section 230 read with Section 102 of the
Companies Act, 2013, and the relevant annexures, which had been
circulated to the equity shareholders through permitted modes, were
taken as read. The Chairman noted that the Members were aware of the
resolution proposed at the Meeting. These documents were also
available on the Company’s website.
The Scheme of Amalgamation between Orient Cement Limited and the
Company (“Scheme”) was placed before the Equity Shareholders for
consideration and approval.
The Chairman informed the Equity Shareholders that the documents
listed in the Explanatory Statement annexed to the Notice dated August
20, 2026, were available for inspection.
The Company made all feasible arrangements to enable equity
shareholders to participate in and vote at the recorded Meeting. Access
to the Meeting and live webcast was provided on a first-come, first-
served basis. Participants remained muted by default to prevent
disruptions, and the Moderator unmuted registered speakers when
invited to speak. Technical support was available through the helpline
numbers specified in the Notice. Central Depository Services (India)
Limited was engaged to facilitate participation through video
conferencing and to provide remote e-voting and e-voting facilities.
The Chairman further informed the Members that remote e-voting
commenced on Wednesday, September 23, 2026, at 9:00 a.m. IST
(0900 hours) and concluded on Sunday, September 27, 2026, at 5:00
p.m. IST (1700 hours). He also stated that e-voting would remain open
for 30 (thirty) minutes after the Meeting concluded, enabling eligible
equity shareholders who attended but had not voted remotely to cast
their votes.
The Chairman then invited the Equity Shareholders to share their views
and raise questions on the Meeting’s agenda.
Mr. Vinod Bahety, Wholetime Director and Chief Executive Officer,
provided the necessary clarifications, responses, and information on the
queries raised by the Equity Shareholders.
The Chairman informed the Members that the NCLT had appointed CA
Anmol Bindra (Membership No. & C.P. No. 569126), as Scrutinizer to
conduct the remote e-voting and e-voting at the Meeting in a fair and
transparent manner.
The Chairman authorised the Company Secretary to declare the voting
results.
The Chairman thanked the Members for their support and cooperation
and declared the Meeting closed at 1:22 p.m.
Based on the consolidated Scrutinizer’s Reports dated September 28,
2026, the Members approved the resolution set out in the Notice dated
August 20, 2026:
• by the requisite statutory majority under Section 230 of the
Companies Act, 2013; and
• by the requisite statutory majority of Public Shareholders under
the SEBI Master Circular dated June 20, 2023.
*****
Annexure - II
Ambuja Cements Limited
1 - To consider, and if thought fit, approve the arrangement embodied in the Scheme of Amalgamation of Orient Cement Limited with Ambuja Cements Limited
Resolution Required :Special pursuant to the provisions of Sections 230-232 of the Companies Act, 2013
Whether promoter/ promoter group are interested in the
agenda/resolution?
Mode of
Category % of Votes Polled on % of Votes in favour % of Votes against
Voting
No. of shares held No. of votes polled outstanding shares No. of Votes – in favour No. of Votes –Against on votes polled on votes polled
E-Voting 1672081052 100.0000 1672081052 0 100.0000 0.0000
Promoter and Promoter Pol
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