Ambuja Cements Limited has informed the exchange about the update in respect of Scheme of Amalgamation of ACC Limited ("Amalgamating Company") with Ambuja Cements Limited ("Amalgamated Company").

July 29, 2026 National Stock Exchange of India BSE Limited Luxembourg Stock Limited Exchange Scrip Code: AMBUJACEM Scrip Code: 500425 Code: US02336R2004 Sub.: Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Scheme of Amalgamation of ACC Limited (“Amalgamating Company”) with Ambuja Cements Limited (“Amalgamated Company”) under section 230 to 232 and other applicable provisions of the Companies Act, 2013 Dear Sir/Madam, Further to our disclosures dated December 22, 2025 and June 4, 2026, in relation to the Scheme of Amalgamation of ACC Limited (“Amalgamating Company”) with Ambuja Cements Limited (“Amalgamated Company” or “Company”) (“Scheme”), we would like to inform you that the Company has received an Order today i.e. July 29, 2026, from the Hon’ble National Company Law Tribunal, Ahmedabad Bench, directing the Company to, inter alia, convene and hold a meeting of equity shareholders of the Company, through Video Conference/Other Audio Visual Means, on Tuesday, September 29, 2026, at 12:30 p.m. (IST), for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme. Copy of the order is attached herewith. Please take the above information on record. The above-mentioned documents will be posted on the Company's website at www.ambujacement.com. Yours faithfully, For Ambuja Cements Limited Manish Mistry Company Secretary & Compliance Officer Encl.: as above 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 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT - 1, AHMEDABAD ITEM No.301 C.A.(CAA)/33(AHM)2026 Under Sections 230-232 of the Co. Act, 2013 IN THE MATTER OF: ACC Limited ........ Applicants Ambuja Cements Limited Order delivered on: 29/07/2026 CO RAM: MR SHAMMI KHAN, H N'BLE MEMBER (J) MR SANJEEV SHARM , HON'BLE MEMBER (T) ORDER (Hybrid Mode) The case is fixed for ronouncement of order. The order is pronounced in the open court, vide separate s eet. SANJEEV SHARMA SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL) IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-1, AHMEDABAD CA(CAA)/ 33(AHM)2026 [C ompany Application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016]. In the matter of Scheme of Amalgamation Memo of Parties ACC Limited CIN:L26940GJ1936PLC149771 A company incorporated under the prov1s1ons of the India Companies Act, 1913 and having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - ..... Applicant Company No.1/ 382 421, Gujarat. Amalgamating Company Ambuja Cements Limited CIN:L26942GJ1981PLC004717 A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Adani Corporate House, Shantigram, Near Va ishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - ..... Applicant Company No.2 / 382 421, Gujarat. Amalgamated Company Order Pronounced on 29.07.2026 CA(CAA)/ 33(AHM)2026 ACC Ltd. & Ambuja Cements Ltd. Pagel o/32 CORAM: MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL) APPEARANCE: For the Applicant Companies : Mr. Sandeep Singhi, Advocate ORDER Per Bench 1. This IS a joint Company Application, 1.e, CA(CAA)/33(AHM)/2026, filed by two companies, namely, ACC Ltd. (Amalgamating Company) and Ambuja Cements Limited (Amalgamated Company) under Sections 230 to 232 and other applicable provisions of the Companies Act read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as "Companies (CAA) Rules, 2016"). 2. Affidavits dated 29.06.2026, in support of the present company application, were sworn by Bhavik Parikh, the authorized signatory of Applicant Company No.1, and Manish Mistry, the authorized signatory of Applicant Company No.2, duly authorized vide Board Resolutions dated 22.12.2025 of the applicant companies. The aforesaid affidavits and board resolutions are placed on record along with the company application. The Board Resolutions are annexed at Annexure- 0 and Annexure-T of the company application. v 3. The proposed Scheme (Annexure-1 Pg.3097-3141), inter alia, provides for amalgamation of the Amalgamating CA(CAA)/ 33(AHM)2026 ACC Ltd. & Ambuja Cements Ltd. Pagelo/32 Company/ ACC Ltd. with and into the Amalgamated Company/ Ambuja Cements Limited as a going concern with effect from the Appointed Date i.e. 01.01.2026, and the consequent dissolution of the Amalgamating Company without being wound up and issuance of New Equity Shares to the shareholders of the Amalgamating Company by the Amalgamated Company in accordance with the Share Exchange Ratio, pursuant to the provisions of Sections 230- 232 and/ or other applicable provisions of the Companies Act, 2013, Master Circular dated 20.06.2023 under reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93, issued by SEBI (SEBI Schemes Master Circular) and in accordance with Section 2(6) of the Income Tax Act, 2025 (erstwhile Section 2(1B) of the Income Tax Act, 1961). 4. It is submitted that the registered offices of both the applicant companies are situated within the territorial jurisdiction of Registrar of Companies, Ahmedabad, Gujarat, which is falling under the jurisdiction of this Tribunal. 5. It is further submitted that the applicant companies are empowered by their respective Memorandum of Association and Articles of Association to enter into a Scheme of Amalgamation. Copies of Memorandum and Articles of Association of the applicant companies are placed on record as Annexure-B and Annexure-F. Copy of Annual Report for the year ended 31.03.2025 (Annexure-C Pg. 191-813) and copy of Annual Report for the year ended on 31.03.2026 (Annexure-D Pg.814-1524) of Amalgamating Company and Copy of Annual CA(CAA)/ 33(AHM)2026 ACC Ltd. & Ambuja Cements Ltd. Page3o/32 Report for the year ended 31.03.2025 (Annexure-G Pg. 1618- 2292) and copy of Annual Report for the year ended on 31.03.2026 (Annexure-H Pg.2293-3096) of Amalgamated Company, are placed on record. 6. The applicant companies 1n this company application have sought for the following reliefs; ·.·•• F ·" EQUITY •·.•.··•· PREFERENCE SECURED CREDITORS ·.•UNSECURED SHAREHOLDERS •• SHAREHOLDERS MEETUfG CREDITORS ... MEETING M.E ETING MEETING ACC Ltd. I .• •.· Direction for N' .A N.A Dis.•• pense ... Amalgamating convening with 'the Company meeting meeting as there is neither any compromise nor any arrangement nor their rights are affected in any manner Ambuja Direction for N.A N.A. Dispense Cements Ltd./ convening with the Amalgamated meeting meeting as Company there is neither any compromise arrangement nor their rights are affected in any manner 7. ACC Ltd./ Amalgamating Company (i) From the certificate of incorporation filed, it is evident that the Amalgamating Company was incorporated on 01.08.1936 as The Associated Cement Companies Ltd., a CA(CAA)/ 33(AHM)2026 ACC Ltd. & Ambuja Cements Ltd. Page4 o/32 public limited company, with the Registrar of Companies, Bombay, under the provisions of the Indian Companies Act, 1913. Its name was changed to ACC Ltd. on 01.09.2006. Its registered office was shifted from the State of Maharashtra to the State of Gujarat on 18.03.2024 and its CIN is L26940GJ1936PLC149771. Its PAN is AAACT1507C. (ii) It is submitted that the Amalgamating Company is one of India's most longstanding and prominent cement and building materials company and is engaged in the business of manufacturing and marketing of cement and ready-mix concrete, serving diverse customers across residential, infrastructure, commercial, and industrial construction sectors. (iii) The authorize [Showing first 8,000 characters — download PDF for full document]