JSW Cement Ltd

JSW Cement Limited: Trading window closed from 1 October 2026 until 48 hours after the declaration of unaudited standalone and consolidated financial results for quarter and half year ended 30 September 2026.

Subject

• Boards approved a scheme amalgamating Shiva Cement into JSW Cement to form a unified platform.

Key terms

• Share exchange ratio set at 5 equity shares (INR10) for 41 Shiva Cement shares (INR2).

Timeline & approvals

• Scheme subject to regulatory approvals; completion expected in 12-14 months.

Operational rationale

• Consolidation to unlock operational and financial synergies and simplify structure.

Capacity context

• Shiva Cement's 1.0 MTPA grinding unit commissioned in FY26.

Advisory

• JM Financial Limited acted as exclusive financial advisor.

Overview

• Amalgamation of Transferor into Transferee with reserve reorganization.

Rationale and Objectives

• Consolidation to achieve synergies and operational efficiency.
• Backward integration of clinker supply to reduce costs.
• Simplified group structure and improved liquidity.

Key Terms

• Nature: amalgamation with reserve reorganization.
• Appointed Date: 01 Apr 2026.
• Related-party transaction; arm's-length per independent fairness opinion.
• Approvals: board approval, subject to shareholders and NCLT approvals.
• Share exchange: 5 new shares of face value 10 for 41 shares of face value 2.
• Consideration: no cash; transfer of undertaking to transferee.
• Post-Arrangement: transferor ceases to exist; shareholders receive transferee shares.
• Cancellation: transferor's 1% preference shares cancelled.

Financial Impact

• Debit balance in Retained Earnings adjusted against SPA; amount INR 133.92 crore.
• SPA balance after restructuring: Nil.
• Amalgamation-adjustment deficit: post-amalgamation SPA about INR 4,335.67 crore.
• No cash consideration; stock-based exchange only.
• Shareholding: promoter from 72.02% to 71.39%; public from 27.03% to 27.67%.

Impact on Stakeholders

• Shareholders receive new transferee shares; liquidity and participation enhanced.
• Creditors: potential reduction in intercompany guarantees post-merger.

Status and Next Steps

• Board approved the Scheme; subject to shareholder and NCLT approvals.
• NCLT Mumbai Bench sanction required.
• Scheme filings with stock exchanges to follow.
• Appointed Date remains 01 April 2026.

IPO filing details

• DRHP filed 24 September 2026 with SEBI, BSE and NSE for an equity IPO.
• IPO subject to regulatory approvals, market conditions, and other considerations.
• Intimation under SEBI Listing Regulations to NSE, BSE and SEBI.
• No financial details disclosed in the filing.

Tax Show Cause Update

• Show Cause Notice from Additional Commissioner, Central Tax, Belagavi, dated 24 September 2026.
• GST demand proposed at ₹229.85 crore for FY Apr 2022–Mar 2024.
• Company says no material impact; filing reply underway.
• Disclosure also uploaded on company website.

Meeting Details

• Dates: 18 Sep 2026 and 29 Sep 2026; physical meetings.
• Event/Conference: Jefferies India Forum (18 Sep); PL Capital Mid & Small Cap Conference (29 Sep).
• Meeting Type/Mode: Group and One-on-One meetings; physical venue.

Participants

• Key participants: Company management to participate.

Purpose

• Purpose: Institutional investor meetings with group and one-on-one sessions.

Rating Action

• Bank loan facilities: IND AA-/Stable/IND A1+, affirmed.
• Proposed NCD: IND AA-/Stable, assigned.

Instruments Rated

• Fund-based WC limits (Axis Bank, Indian Bank, Kotak): IND AA-/Stable/IND A1+.
• Non-fund-based WC limits (Axis Bank, Indian Bank, Yes Bank, DBS Bank): IND A1+.
• Term loans (Axis Bank, Canara Bank): IND AA-/Stable.
• Proposed bank loan: IND AA-/Stable/IND A1+.

Outlook & Notes

• Outlook: Stable.
• No detailed rationale provided in excerpt.

Key Update

• Show Cause Notice from Joint Commissioner, GST Circle, Jajpur received on 29 Aug 2026.
• GST audit for FY2022-23 alleges short payment of tax and ITC irregular availment, with defense pending.

Business overview

• Core cement producer with multi-regional grinding and clinker footprint.
• GGBS business positioned as growth driver and RMC component.
• Expansion through Nagaur integrated unit and other capex projects.

Key operational highlights

• Nagaur Integrated Unit: 3.3 MTPA clinker, 2.5 MTPA cement grinding.
• Dolvi and Vijayanagar wind units: 32 MW and 24 MW installed.
• Total volume sold up 15% YoY to 3.81 MT; cement 2.34 MT; GGBS 1.33 MT.

Financial performance

• Revenue from operations ₹1,896.4 crore; YoY +21.6%.
• Total EBITDA ₹372.3 crore; YoY +8%.
• PAT ₹153.4 crore; PBT ₹190.2 crore (pre-exceptionals).

Capital structure & liquidity

• Net debt ₹3,856 crore; Net debt/EBITDA 2.95x; Net debt/Equity 0.57x.
• Cash and cash equivalents ₹357 crore.
• Credit rating upgraded to IND AA- by India Ratings (Stable outlook).

Strategic priorities & outlook

• Growth focus on North expansion and high-ROCE capex.
• Capex plans include Nagaur and UAE grinding expansions; renewables expansion ongoing.
• GGBS and RMC expansion to capitalise on infrastructure demand.

Litigation / Tax Update

• JSW Cement received a Show Cause Notice on 25 Aug 2026 from Haldia CGST & CX.
• Excess ITC of Rs 13,90,55,461 alleged for FY 2020-21.
• GST demand totals Rs 13,90,55,461 with IGST 11,21,33,691, CGST 1,34,60,888, SGST 1,34,60,882.
• Defence that import IGST was misreported rejected; company will file a reply; no material impact.