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Freedom251 › Blog › Indian cement industry

JSW Cement Boards Approve Proposed Shiva Cement Merger: Share-Swap Ratio and Next Steps

By Freedom251 Team · · 4 min read

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JSW Cement and Shiva Cement approved a proposed merger scheme on 29 September 2026, but the merger is not complete: shareholder, NCLT and other required approvals are still pending. If the scheme takes effect, eligible Shiva Cement shareholders other than JSW Cement will receive 5 JSW Cement shares for every 41 Shiva Cement shares they hold, with no cash consideration.

What the boards approved—and what remains

Each company’s board approved a scheme of arrangement under which Shiva Cement Limited, the transferor, would be amalgamated into JSW Cement Limited, the transferee. The scheme also provides for reorganizing reserves of both companies and related consequential matters. The approvals are subject to shareholders’ approval and the statutory and regulatory approvals required for the scheme to become effective, including approval by the National Company Law Tribunal (NCLT), Mumbai Bench.

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Shiva Cement is already a subsidiary: JSW Cement disclosed that it held 66.23% of Shiva Cement’s paid-up equity share capital. The proposed arrangement would bring the subsidiary into its parent through the scheme, rather than through a cash purchase offer.

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Share-swap terms for Shiva Cement shareholders

On the scheme becoming effective, eligible holders other than JSW Cement are to receive the following consideration:

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Item Scheme term
Exchange ratio 5 fully paid JSW Cement equity shares for every 41 fully paid Shiva Cement equity shares
Face value ₹10 per JSW Cement share; ₹2 per Shiva Cement share
Cash consideration None
New-share rights Shares allotted under the scheme rank equally with existing JSW Cement shares for dividends, bonus issues, voting and other corporate benefits
Record date Not specified in the board outcome

JSW Cement’s existing shares in Shiva Cement will be cancelled; they will not be exchanged for new JSW Cement shares. The final entitlements for eligible shareholders will depend on the record date and fractional-entitlement calculations under the scheme.

Projected JSW Cement shareholding after the arrangement

JSW Cement’s filing includes an illustrative shareholding projection. It is not a final post-merger share count: the filing says the outcome remains subject to the eventual record-date fractional-entitlement calculation.

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Category Before Projected after
Promoter and promoter group 72.02% 71.39%
Public 27.03% 27.67%
Non-promoter, non-public 0.95% 0.95%
Total JSW Cement shares 1,36,33,64,936 1,37,55,13,537

Why the companies say they want to combine

The companies’ stated industrial rationale focuses on Shiva Cement’s clinker facility at Sundargarh, Odisha. JSW Cement’s 29 September 2026 filing gives the facility’s capacity as 1.32 million tonnes per annum. The companies say integrating that clinker operation with JSW Cement’s cement business could strengthen backward integration and reduce reliance on external clinker procurement.

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The filings also describe expected corporate and operational benefits, including pooling financial, managerial, technical, distribution and marketing resources; improving coordination and day-to-day operations; reducing costs and duplicated administration and compliance; accessing funding through one entity; and reducing inter-company guarantees. These are the companies’ expectations, not demonstrated outcomes of a completed merger.

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Company scale disclosed in the filing

JSW Cement’s filing reports the following standalone figures. Turnover is for FY2025–26; net worth is as at 31 March 2026. All amounts are in ₹ crore.

Company Standalone turnover, FY2025–26 Standalone net worth, 31 March 2026
JSW Cement 5,995.28 7,029.47
Shiva Cement 435.17 Negative 30.08

Related-party disclosure and valuation process

Because Shiva Cement is JSW Cement’s subsidiary, the companies’ filings characterize the proposed merger as a related-party transaction. They state that independent registered valuers determined the consideration and that an independent Category 1 merchant banker issued a fairness opinion. Those are disclosures about the process described in the filings; they do not mean the scheme has received all approvals or that expected synergies are assured.

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When could the merger be completed?

A 30 September 2026 Press Trust of India report carried by Business Standard said the proposal also requires approvals from stock exchanges, SEBI, the Odisha Industrial Infrastructure Development Corporation and other statutory and regulatory authorities, as well as shareholders and creditors. The report conveyed the company’s expected completion window of 12–14 months, subject to timely approvals. That is a reported company expectation, not a guaranteed deadline.

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The scheme names 1 April 2026 as its appointed date. That date does not mean the merger legally took effect then. Under the scheme, Shiva Cement would cease to exist without winding up only once the scheme becomes effective after the necessary approvals.

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What to watch as the proposal moves forward

  • Approvals: Track shareholder, creditor, NCLT Mumbai Bench and other required statutory and regulatory decisions; board approval alone does not complete the transaction.
  • Final allotment details: Watch for the announced record date and the resulting entitlements, including treatment of fractional shares.
  • Shareholding outcome: Compare the eventual JSW Cement share count and ownership mix with the filing’s illustrative projection.
  • Evidence of operating benefits: Assess whether clinker procurement, operating coordination, costs or financing show measurable changes after effectiveness rather than treating projected savings as achieved.

JSW Cement CEO Nilesh Narwekar described the proposal as a step toward a more integrated and efficient business, citing synergies, stronger backward integration, a simpler corporate structure and a chance for Shiva Cement’s public shareholders to participate in a larger, more liquid listed entity. His remarks, carried by Business Standard from a PTI report, present the company’s rationale rather than independent evidence that those benefits have already materialized.

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Indian cement industryJSW CementMergers and acquisitionsshare swapShiva Cement

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