JSW Cement and Shiva Cement have approved a proposed merger scheme, but the merger is not yet complete. Under the proposal, eligible Shiva Cement shareholders other than JSW Cement would receive 5 JSW Cement shares for every 41 Shiva Cement shares, with no cash consideration. The scheme still needs shareholder and statutory approvals, including approval from the National Company Law Tribunal (NCLT), Mumbai Bench.
What the two boards approved
On 29 September 2026, both boards approved a scheme to amalgamate Shiva Cement Limited into JSW Cement Limited. The proposal also covers reorganizing reserves and related consequential matters. Each board’s approval is subject to shareholder approval, and the scheme remains conditional on the required statutory and regulatory approvals, including NCLT Mumbai Bench approval. Shiva Cement board outcome and JSW Cement filing
The scheme names 1 April 2026 as its appointed date. That date does not mean the merger legally took effect then. Shiva Cement is to cease to exist without winding up only when the scheme becomes effective after the necessary approvals. Filed scheme
What Shiva Cement shareholders would receive
If the scheme becomes effective, eligible Shiva Cement equity shareholders other than JSW Cement would receive 5 fully paid JSW Cement equity shares, each with a face value of ₹10, for every 41 fully paid Shiva Cement equity shares, each with a face value of ₹2, held on the record date. There is no cash consideration. The record date has not been specified in the board outcome, so individual entitlements cannot yet be calculated definitively. Share exchange terms
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The new JSW Cement shares would rank equally with its existing shares for dividends, bonus issues, voting and other corporate benefits. JSW Cement’s existing shares in Shiva Cement would be cancelled; JSW Cement would not receive JSW Cement shares in exchange for those parent-held shares. Share exchange terms
Illustrative effect on JSW Cement’s shareholding
JSW Cement’s filing provides a projected shareholding illustration, not a final post-merger count. It assumes eventual fractional entitlements are calculated using the record date:
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| Category | Before arrangement | After arrangement (illustrative) |
|---|---|---|
| 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
JSW Cement held 66.23% of Shiva Cement’s paid-up equity share capital, making Shiva Cement its subsidiary. JSW Cement’s filing reports the following standalone figures:
| Company and measure | Reported figure | Period or date |
|---|---|---|
| JSW Cement turnover | ₹5,995.28 crore | FY2025–26 |
| JSW Cement net worth | ₹7,029.47 crore | As at 31 March 2026 |
| Shiva Cement turnover | ₹435.17 crore | FY2025–26 |
| Shiva Cement net worth | Negative ₹30.08 crore | As at 31 March 2026 |
Shiva Cement operates a clinker manufacturing facility at Sundargarh, Odisha, with capacity of 1.32 million tonnes per annum, according to JSW Cement’s 29 September 2026 filing. The companies say combining that operation with JSW Cement’s cement business could strengthen backward integration and reduce reliance on externally procured clinker. Companies’ stated rationale
Do these 3 things before closing this tab:
1Fix the driver behind crashes, sound loss and screen glitches2Clear out junk files and repair common Windows errors3Scan for outdated or missing drivers - takes under a minuteThe companies also cite pooling financial, managerial, technical, distribution and marketing resources; improving coordination and cost efficiency; streamlining operations; accessing funding through one entity; reducing inter-company guarantees; simplifying the corporate structure; and cutting duplicated administration and compliance. These are expected benefits, not results established by the approval of the scheme.
JSW Cement CEO Nilesh Narwekar described the proposal as a move toward a more integrated and efficient business, with anticipated operational and financial synergies, stronger backward integration and a simpler corporate structure. He also said Shiva Cement’s public shareholders would participate directly in the growth of a larger, more liquid listed entity. Business Standard carried the statement from a Press Trust of India report; it is the company’s rationale, not evidence that the benefits have already materialized. Business Standard report
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Approvals and expected timing
Beyond the shareholder and NCLT approvals identified in the company filings, a 30 September 2026 Press Trust of India report carried by Business Standard said the scheme also required approvals from stock exchanges, SEBI, the Odisha Industrial Infrastructure Development Corporation and other statutory and regulatory authorities, including shareholders and creditors. The filings describe further statutory and regulatory approvals as outstanding. Shiva Cement board outcome, JSW Cement filing and Business Standard report
The same report said the company expected completion within 12–14 months, subject to timely approvals. That is a reported company expectation, not a fixed deadline or guarantee; the actual effective date depends on the approval process. Business Standard report
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Related-party status and valuation process
The filings characterize the merger as a related-party transaction because Shiva Cement is JSW Cement’s subsidiary. They state that independent registered valuers determined the consideration and that an independent Category 1 merchant banker issued a fairness opinion. These descriptions are from the companies’ filings. Transaction disclosures
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What shareholders should watch next
- Whether shareholders, creditors and the relevant authorities approve the scheme, including the NCLT Mumbai Bench.
- The eventual record date and the resulting fractional-entitlement calculations that determine eligible shareholders’ allotments.
- The final JSW Cement share count and shareholding mix after the scheme takes effect.
- Whether the projected operational, procurement and financing benefits become measurable after implementation.
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