JSW Cement announces merger with its listed subsidiary Shiva Cement

JSW Cement will issue five shares for every 41 Shiva Cement shares held by public shareholders; the proposed merger is expected to be completed within 12-14 months

JSW Cement on Wednesday announced a scheme of arrangement involving the merger of its listed subsidiary Shiva Cement with itself, aimed at creating a single unified cement platform.

 

Under the proposed scheme, JSW Cement will issue five equity shares of face value ₹10 each for every 41 equity shares of face value ₹2 each held in Shiva Cement by shareholders other than JSW Cement.

 

The boards of both companies have approved the scheme, which is subject to approvals from the stock exchanges, the Securities and Exchange Board of India (Sebi), the National Company Law Tribunal (NCLT), Odisha Industrial Infrastructure Development Corporation, other applicable statutory and regulatory authorities, and shareholders and creditors, as required.

 

 

The transaction is expected to be completed within 12-14 months, subject to receipt of the necessary approvals.

 

JSW Cement said the merger would help consolidate financial, managerial, technical, distribution and marketing resources, while reducing administrative duplication and compliance requirements.

 

Nilesh Narwekar, chief executive officer of JSW Cement, said, “The proposed merger is a strategic step towards creating a more integrated and efficient business. It will unlock operational and financial synergies, strengthen backward integration, and simplify our corporate structure. Importantly, it will enable Shiva Cement’s public shareholders to participate directly in the growth of a larger and more liquid listed entity.”

 

The proposed consolidation is expected to strengthen backward integration by allowing JSW Cement to leverage Shiva Cement's clinker manufacturing facility. This is expected to reduce dependence on external clinker procurement and improve supply-chain efficiency, the company said.

 

The company also said the merger would provide greater funding flexibility, potentially lower financing costs and eliminate inter-company guarantees.

 

For public shareholders of Shiva Cement, the scheme would result in direct shareholding in JSW Cement, which the company described as a larger and more liquid listed entity with a diversified institutional investor base.

 

The scheme will also result in what the company termed "right-sizing" of the financial statements of the companies involved.

 

JSW Cement acquired a controlling stake in Shiva Cement through a series of transactions starting in January 2017.

 

Shiva Cement operates a clinker manufacturing facility in Odisha, located near the borders of Odisha, Chhattisgarh and Jharkhand. In the fiscal year 2026 (FY26), it commissioned a 1 million tonne per annum (mtpa) cement grinding unit at Sambalpur, Odisha, through a commercial arrangement with Bhushan Power and Steel.

 

JSW Cement currently has 24.10 mtpa of cement grinding capacity and 9.74 mtpa of clinkerisation capacity, according to the company. Its operations include nine plants in India, comprising two integrated units, one clinker unit and six grinding units.