Board approves Scheme of Arrangement to amalgamate Shiva Cement; swap ratio 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

Share Exchange Ratio

5 equity shares of Rs. 10 each of JSW Cement for every 41 SCL shares of INR 2 each

JSW Cement Shareholding in SCL

66.23%

SCL FY 2025-26 Turnover

INR 435.17 crore

JSW Cement FY 2025-26 Turnover

INR 5,995.28 crore

Total Shares Post-Amalgamation

1,37,55,13,537 (from 1,36,33,64,936)

What was approved

The Board of JSW Cement, at its meeting on September 29, 2026, considered and approved a Scheme of Arrangement between Shiva Cement Limited (Transferor Company) and JSW Cement Limited (Transferee Company), under Sections 230-232 read with Section 52 and Section 66 of the Companies Act, 2013. It is subject to shareholder approval and statutory/regulatory approvals, including the NCLT, Mumbai Bench.

The Scheme covers: amalgamation of SCL with JSW Cement, reorganization of reserves of both companies, and consequential matters. Appointed Date: April 01, 2026.

Consideration and swap ratio

• No cash consideration.
• SCL equity shareholders (other than JSW Cement) get 5 equity shares of INR 10 each of JSW Cement for every 41 equity shares of INR 2 each held in SCL.
• New shares rank pari-passu with existing JSW Cement equity shares for dividend, bonus and voting.
• JSW Cement's equity shares in SCL stand cancelled and extinguished.
• The entire 1% optionally convertible cumulative redeemable preference capital of SCL — 1,00,00,000 shares of face value INR 100 each, totalling INR 100,00,00,000 — is held by JSW Cement and will be cancelled; no shares issued against it.

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

• JSW Cement (standalone): paid-up equity capital 1,363.36 crore, turnover FY 2025-26 5,995.28 crore, net worth as on March 31, 2026 7,029.47 crore (INR in crores).
• SCL (standalone): paid-up equity capital 159.00 crore, turnover FY 2025-26 435.17 crore, net worth (30.08) crore.
• JSW Cement holds 66.23% of SCL's paid-up equity share capital.

Shareholding effect on JSW Cement

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

In SCL, promoters hold 19,61,75,708 shares (66.50%) and public 9,88,24,292 shares (33.50%) of 29,50,00,000 shares. SCL will cease to exist on effectiveness, 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 amalgamation will be adjusted against its Securities Premium Account; that deficit account is likely to be Nil and SPA likely INR 4,335.67 crore.
• No consideration is involved in either reorganization, and no benefit to promoter/promoter group/group companies; no impact on shareholding pattern from these adjustments.

Stated rationale

• Business synergies from pooling financial, managerial, technical, distribution and marketing resources.
• Backward integration: SCL's clinker facility at Sundargarh, Odisha with capacity of 1.32 mtpa reduces dependence on external clinker procurement.
• Financial synergies: easier fund-raising in a single entity, elimination of inter-company guarantees.
• Simplified structure, fewer compliances of two listed entities, lower administrative costs.
• SCL public shareholders become shareholders of a company with a larger traded equity base and greater liquidity.

Related party aspect

SCL is a subsidiary of JSW Cement, so this is a related party transaction under the Listing Regulations. Per MCA General Circular No. 30/2014, amalgamations under the Companies Act, 2013 do not attract Section 188. The company states the transaction is at arm's length given the independent valuation and fairness opinion.

The Scheme will also be shared with the Stock Exchanges under Regulation 37. The Board meeting ran from 3:30 p.m. to 04:29 p.m.

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