Board Approves Amalgamation with JSW Cement; 5 Shares of JSW Cement for Every 41 Shares Held

The Board has approved a Scheme of Arrangement to amalgamate the Company into JSW Cement Limited, its parent (holding 66.23% of equity).

Tue 29 Sep 2026

Share Exchange Ratio

5 equity shares of JSW Cement (face value INR 10) for every 41 shares held (face value INR 2)

Appointed Date

April 01, 2026

Shiva Cement FY 2025-26 Turnover

INR 435.17 crore

JSW Cement FY 2025-26 Turnover

INR 5,995.28 crore

JSW Cement Shareholding in Shiva Cement

66.23% of paid-up equity

What was approved

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

JSW Cement already holds 66.23% of the paid-up equity share capital of the Company, and also holds the entire Optionally Convertible Cumulative Redeemable Preference Share capital of 1,00,00,000 shares of face value INR 100 each, totalling INR 100,00,00,000.

What shareholders receive

• 5 (Five) equity shares of JSW Cement of face value INR 10 each, fully paid-up
• for every 41 (Forty One) equity shares of the Company of face value INR 2 each
• No cash consideration is involved
• Equity shares held by JSW Cement in the Company stand cancelled and extinguished
• The preference shares held by JSW Cement will be cancelled with no shares issued in exchange
• New shares will rank pari-passu with existing JSW Cement shares for dividend, bonus and voting rights

The ratio is based on a Valuation Report by independent registered valuers, with a fairness opinion from an independent category 1 merchant banker. As the Company is a subsidiary of JSW Cement, the merger falls within related party transactions under the Listing Regulations, and the update states the transaction is therefore at arm's length.

Size of the two companies (INR in Crores)

• Transferee (Standalone) paid-up equity share capital: 1,363.36; turnover FY 2025-26: 5,995.28; net worth as on March 31, 2026: 7,029.47
• Transferor (Standalone) paid-up equity share capital: 59.00; turnover FY 2025-26: 435.17; net worth as on March 31, 2026: (30.08)

Reserve reorganization

The opening debit balance of Retained Earnings of the Transferor (accumulated losses) will be adjusted against the opening credit balance of its Securities Premium Account. After this, Retained Earnings is likely to be INR (133.92) crore and the Securities Premium Account Nil. In the Transferee's books, the Amalgamation Adjustment Deficit Account will be adjusted against its Securities Premium Account; the deficit account is likely to be Nil and the Securities Premium Account likely to be INR 4,335.67 crore. No consideration is involved in either adjustment and there is no benefit to the promoter group from them.

Shareholding pattern

Current pattern of the Company: Promoter/Promoter Group 19,61,75,708 shares (66.50%), Public 9,88,24,292 shares (33.50%), total 29,50,00,000 shares. The Company shall cease to exist upon effectiveness of the Scheme, without being wound up.

In JSW Cement, promoter/promoter group holding moves from 98,18,46,640 shares (72.02%) to 98,19,43,497 shares (71.39%), public shareholding from 36,84,98,380 shares (27.03%) to 38,05,50,123 shares (27.67%), and total shares from 1,36,33,64,936 to 1,37,55,13,537.

Stated rationale

• Business synergies from pooling financial, managerial, technical, distribution and marketing resources
• Backward integration of clinker: the Company's Sundargarh, Odisha facility has capacity of 1.32 mtpa, reducing dependence on external clinker procurement
• Financial synergies, including elimination of inter-company guarantees and easier fund-raising in a single entity
• Public shareholders move into a company with a larger traded equity base and, per the update, greater market liquidity
• Simplified corporate structure and fewer duplicated compliances

What happens next

The Appointed Date is April 01, 2026. The Scheme is subject to approval of the Company's shareholders and necessary statutory and regulatory approvals, including the Hon'ble National Company Law Tribunal, Mumbai Bench. The Company will also file the Scheme with the Stock Exchange(s) under Regulation 37. The Board Meeting commenced at 3:30 p.m. and concluded at 4:25 p.m.

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