Board approves Scheme of Arrangement to amalgamate 66.23%-owned Shiva Cement; swap 5 shares for every 41

The Board approved a Scheme of Arrangement to amalgamate Shiva Cement Limited (SCL) into JSW Cement.

Tue 29 Sep 2026

SCL Ownership

JSW Cement holds 66.23% of SCL's paid-up equity

Share Swap Ratio

5 JSW Cement shares (face value INR 10) for every 41 SCL shares (face value INR 2)

SCL FY2025-26 Turnover

INR 435.17 crore

JSW Cement Standalone Turnover

INR 5,995.28 crore

Share Count Post-Merger

1,36,33,64,936 to 1,37,55,13,537 shares; promoter holding 72.02% to 71.39%

What was approved

The Board of JSW Cement, at its meeting on September 29, 2026, approved a Scheme of Arrangement between Shiva Cement Limited (Transferor) and JSW Cement Limited (Transferee) under Sections 230-232 read with Section 52 and Section 66 of the Companies Act, 2013. It covers the amalgamation of SCL into JSW Cement and a reorganization of reserves of both companies.

JSW Cement already holds 66.23% of SCL's paid-up equity share capital, and holds the entire 1,00,00,000 Optionally Convertible Cumulative Redeemable Preference Shares of SCL of INR 100,00,00,000 (face value INR 100 each).

Share exchange ratio

• SCL equity shareholders (other than JSW Cement) get 5 equity shares of JSW Cement of face value INR 10 each for every 41 SCL equity shares of face value INR 2 each.
• No cash consideration.
• Shares held by JSW Cement in SCL stand cancelled and extinguished; no shares issued against them.
• The preference shares held by JSW Cement will also be cancelled with no shares issued in exchange.
• New shares rank pari-passu with existing JSW Cement equity shares.
• The ratio is based on a Valuation Report by independent registered valuers with a fairness opinion from an independent category 1 merchant banker.

Size of the two companies (INR in Crores)

• JSW Cement (standalone): paid-up equity capital 1,363.36, turnover FY 2025-26 5,995.28, net worth as on March 31, 2026 7,029.47.
• Shiva Cement (standalone): paid-up equity capital 159.00, turnover FY 2025-26 435.17, net worth (30.08).

Shareholding change in JSW Cement

• Promoter/Promoter Group: 98,18,46,640 shares (72.02%) before, 98,19,43,497 shares (71.39%) after.
• Public: 36,84,98,380 (27.03%) before, 38,05,50,123 (27.67%) after.
• Non Promoter-Non Public: 1,30,19,916 (0.95%) before, 1,30,19,917 after (includes one share towards fractional entitlement).
• Total shares: 1,36,33,64,936 before, 1,37,55,13,537 after.

SCL's pre-arrangement capital is 29,50,00,000 shares, with promoter group at 19,61,75,708 (66.50%) and public at 9,88,24,292 (33.50%). SCL will cease to exist on effectiveness of the Scheme, without being wound up.

Reserve reorganization

• In SCL's books, the opening debit balance of Retained Earnings (accumulated losses) will be adjusted against the credit balance of its Securities Premium Account. Post adjustment, Retained Earnings is likely to be INR (133.92) crore and SPA Nil.
• In JSW Cement's books, the Amalgamation Adjustment Deficit Account arising from the merger will be adjusted against its Securities Premium Account; that deficit account is likely to be Nil and JSW Cement's SPA likely INR 4,335.67 crore.
• No consideration is involved in these reserve adjustments and no benefit accrues to the promoter/promoter group.

Stated rationale

• Business synergies from pooling financial, managerial, technical, distribution and marketing resources.
• Backward integration: SCL has a clinker facility at Sundargarh, Odisha, of 1.32 mtpa capacity, reducing dependence on external clinker purchase.
• Financial synergies: funding within a single entity on more favourable terms and elimination of inter-company guarantees.
• SCL's public shareholders move to a larger listed base with greater liquidity.
• Simplified corporate structure with fewer duplicate compliances for two listed entities.

Approvals and related party angle

The Scheme needs shareholder approval and statutory and regulatory approvals, including the NCLT, Mumbai Bench. The Appointed Date is April 01, 2026. As SCL is a subsidiary, the transaction is a related party transaction under the Listing Regulations; the company states it is at arm's length given the independent valuation and fairness opinion, and that per the MCA Circular dated 17th July 2014, amalgamations under the Companies Act do not attract Section 188. The Scheme will also be shared with the Stock Exchanges under Regulation 37.

The Board Meeting commenced at 3:30 p.m. and concluded at 04:29 p.m.

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