ACC Ltd. announces an acquisition

The final share exchange ratio is 328:100: for every 100 equity shares of ACC, eligible ACC shareholders will receive 328 equity shares of Ambuja Cements. The stated face values are Rs 10 per ACC share and Rs 2 per Ambuja share. ^[1]

The current NCLT meeting notice does not indicate any modification to the Appointed Date. It continues to specify 1 January 2026, which was also the date in the scheme originally approved by the boards on 22 December 2025. ^[1]

This remains a proposed exchange ratio and Appointed Date subject to the scheme becoming effective following the requisite approvals.

Verdict: The Scheme disclosure does not provide enough information to calculate an exact pro-forma net debt-to-EBITDA or interest-coverage ratio: it reports unsecured debt, but not pro-forma net debt, EBITDA and interest expense. It lists total unsecured debt of Rs 4,950.67 Crores for ACC and Rs 12,339.70 Crores for Ambuja ^[2].

Using the latest Q1 FY27 consolidated figures as a mechanical proxy, the merged entity would remain in net cash, at approximately -0.14x net debt-to-TTM EBITDA, while implied TTM interest coverage would be approximately 14.63x.

Latest quarterly comparison

• Net leverage: Combined net debt is calculated as Rs -537.35 Crores plus Rs -838.81 Crores, while combined EBITDA is Rs 3,015.8 Crores plus Rs 6,914.1 Crores. This produces net debt-to-EBITDA of approximately -0.14x. The entity therefore remains net cash, although its net-cash cushion relative to EBITDA is lower than ACC’s and higher than Ambuja’s.
• Interest coverage: The 14.63x figure is derived using the conventional formula `interest coverage = EBIT / interest expense`. ACC’s implied TTM interest expense is derived from Rs 1,895.0 Crores of EBIT and 17.45x coverage ^{[9] [7]}. Ambuja’s is derived from Rs 2,818.7 Crores of EBIT and 13.20x coverage ^{[10] [8]}. The combined proxy is therefore Rs 4,713.7 Crores of EBIT divided by approximately Rs 322.1 Crores of implied interest expense.

Interpretation: On the latest operating run-rate, amalgamation would not materially increase financial leverage; it would preserve a net-cash balance and leave coverage comfortably above either company’s standalone consolidated TTM level. However, 14.63x is not the Scheme’s reported pro-forma ratio. It assumes simple addition, no debt or cash adjustments, no inter-company eliminations, and no synergy impact. Also, the KPI comparison is on a consolidated basis for each listed company, not a legal-entity standalone basis.

Verdict: The approval process is advanced but not complete. ACC and Ambuja had received the stock-exchange observation/permission package and the SEBI NOC by 4 June 2026; however, the latest ACC filing still records the amalgamation as proceeding through the NCLT process and does not disclose a separate CCI clearance. ^{[11] [12] [13]}

Current approval status

• BSE/NSE observations: BSE issued its “no adverse observations” and NSE issued its “no objection” on 4 June 2026. The exchange letter required the companies to incorporate the observations in the NCLT petition and bring them to the Tribunal’s notice. ^[11]
• SEBI: ACC’s Q1 FY27 corporate update states that the SEBI NOC was received on 4 June 2026. It also says the scheme remains subject to the necessary statutory and regulatory approvals and was expected to be completed during FY27. ^[12]
• Validity of the exchange observation letter: The letter was valid for six months from 4 June 2026, within which the scheme had to be submitted to the NCLT. This is a submission deadline, not a deadline for completing the amalgamation. ^[11]
• CCI: No separate CCI approval, CCI filing, or CCI-objection status is identified in the cited ACC disclosures. Accordingly, the filings do not establish whether a CCI approval was required, obtained, or remains pending.
• NCLT: The latest ACC filing confirms that the NCLT Ahmedabad Bench has fixed the joint petition hearing for 19 November 2026, following the Tribunal’s order dated 8 October 2026. ^[13]

Long-stop date

The scheme-related disclosures identify 1 January 2026 as the Appointed Date, but do not state a specific calendar “long-stop date” or outside date by which the amalgamation must become effective. ^[1] The reference to completion during FY27 is management’s expected timetable, not a contractual long-stop date. ^[12]

Therefore, the disclosed timetable currently has a procedural milestone—the 19 November 2026 NCLT hearing—but no expressly stated final completion deadline. The June exchange-letter validity period should not be treated as that deadline.