Board approves Scheme of Arrangement: amalgamation into JSW Cement at 5 shares for every 41 held

The Board has approved a Scheme of Arrangement to amalgamate the company into its parent, JSW Cement Limited.

Tue 29 Sep 2026

Share Exchange Ratio

5 JSW Cement equity shares of face value INR 10 each for every 41 Shiva Cement shares of face value INR 2 each

Appointed Date

April 01, 2026

JSW Cement Stake in Shiva Cement

66.23% of paid-up equity capital

Shiva Cement Clinker Facility Capacity

1.32 mtpa at Sundargarh, Odisha

Public Shareholding in Shiva Cement

33.50%

What was approved

The Board, 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 involves amalgamation of Shiva Cement into JSW Cement and a reorganization of reserves of both companies.

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 face value INR 2 each held in Shiva Cement on the Record Date.
• No cash consideration.
• Shares held by JSW Cement in Shiva Cement stand cancelled and extinguished; no new shares are issued against them.
• New shares rank pari-passu with existing JSW Cement shares for dividend, bonus and voting.
• The entire 1% optionally convertible cumulative redeemable preference capital of 1,00,00,000 shares of INR 100,00,00,000 (face value INR 100 each), held by JSW Cement, will be cancelled with no shares issued in exchange.

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 59.00, turnover FY 2025-26 435.17, net worth (30.08).
• JSW Cement holds 66.23% of Shiva Cement's paid-up equity share capital.

Rationale stated

• Business synergies from pooling financial, managerial, technical, distribution and marketing resources, and cost reduction.
• Backward integration: Shiva Cement's clinker facility at Sundargarh, Odisha has capacity of 1.32 mtpa; internal clinker availability is expected to reduce dependence on external procurement.
• Financial synergies, including elimination of inter-company guarantees and easier fund-raising in a single entity.
• Public shareholders would move into an entity with a larger traded equity base and greater liquidity.
• Simpler corporate structure and fewer duplicate compliances.

Reserve reorganizations

• In Shiva Cement's books, the opening debit balance of Retained Earnings (accumulated losses) as on the Appointed Date will be adjusted against the opening credit balance of the Securities Premium Account. Post-effect, Retained Earnings is likely to be INR (133.92) crore and SPA Nil.
• In JSW Cement's books, the Amalgamation Adjustment Deficit Account will be adjusted against its Securities Premium Account; the 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 accrues to promoter/promoter group from them.

Shareholding pattern

Shiva Cement pre-arrangement: 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. JSW Cement: Promoter/Promoter Group moves from 98,18,46,640 shares (72.02%) to 98,19,43,497 shares (71.39%); Public from 36,84,98,380 (27.03%) to 38,05,50,123 (27.67%); Non Promoter-Non-Public stays at 0.95%; total shares go from 1,36,33,64,936 to 1,37,55,13,537.

Related party and valuation

Shiva Cement is a subsidiary of JSW Cement, so the merger falls within related party transactions under the Listing Regulations. Per the MCA General Circular No. 30/2014, amalgamations under the Companies Act, 2013 do not attract Section 188 requirements. Consideration was determined by independent registered valuers, with a fairness opinion from an independent category 1 merchant banker; the transaction is stated to be at arm's length.

Timeline and approvals

Appointed Date is April 01, 2026. The Scheme is subject to approval of shareholders and necessary statutory and regulatory approvals, including the Hon'ble National Company Law Tribunal, Mumbai Bench. The Scheme will also be shared with the stock exchange(s) under Regulation 37. The Board meeting ran from 3:30 p.m. to 4:25 p.m.

What it means for a small shareholder

If the Scheme becomes effective, Shiva Cement shares would be replaced by JSW Cement shares in the stated ratio and Shiva Cement would no longer exist as a separate listed company. Until the approvals listed above are received, the Scheme remains proposed.

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