Ambuja Cements MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Jun 2026, 40 fund houses

• To receive, consider and adopt the audited financial statements of the Company for the financial year ended on March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon.

  40 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended on March 31, 2026 together with the report of Auditors thereon.

  40 for0 against
• To declare dividend on equity shares for the financial year 2025-26.

  40 for0 against
• To appoint a Director in place of Mr. Karan Adani (DIN: 03088095), who retires by rotation and being eligible, offers himself for re-appointment.

  40 for0 against
• To consider and, if thought fit, approve the remuneration payable to M/s. P.M. Nanabhoy & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2026-27.

  40 for0 against

Mutual fund votes, meeting of 1 Apr 2026, 39 fund houses

• Approval of Material Related Party Transactions with ACC Limited for Financial Year 2026‐27.

  39 for0 against
• Approval of material related party transactions with Orient Cement Limited for financial year 2026‐27.

  39 for0 against

Mutual fund votes, meeting of 30 Dec 2025, 38 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To consider and approve the Scheme of Arrangement between Penna Cement Industries Limited (Transferor Company) and Ambuja Cements Limited (Transferee Company) and their respective shareholders – to be approved by requisite Statutory Majority.MoreLess

  36 for0 against

Mutual fund votes, meeting of 29 Nov 2025, 33 fund houses

• Approval of Material Related Party Transactions with Penna Cement Industries Limited for Financial Year 2025-26

  33 for0 against
• Approval of Material Related Party Transactions between ACC Limited and Penna Cement Industries Limited for Financial Year 2025-26

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund

  • Bank of India Mutual Fund, Jio BlackRock Mutual FundThe company has proposed related party transactions between ACC (50.05% subsidiary) and PCIL (99.96% subsidiary), which amounted to Rs. 9,913.3 mn in FY25. These transactions include the purchase and sale of cement, clinker, raw materials, spares, power, and services, as well as reimbursements and deputation charges, all operational in nature. The company has disclosed a valuation report and benchmarking analysis for the related party transactions (including clinker transactions). We note several areas of concern regarding the benchmarking methodology adopted in the report. The carrying cost appears to have been estimated based on the cost of debt raised by AAA rated companies in the financial services sector and not cement companies or other manufacturing companies. There is a brand fee of 2% that has been built into the transaction pricing, which is determined by advertisement spends of other cement companies – but not of ACC (which is lower at 0.9% in FY25) and / or Penna Cements. The basis of applying a margin-based approach to determine the transfer pricing, setting a 35% markup on the selling entity’s variable cost of producing clinker is unclear. The valuation report provides no basis or source of such disclosure. It is unclear why the valuation report has not factored in, additionally, ACC and Penna’s own margins on clinker sales. The valuation report uses different sets of cement companies as comparable for different transactions, without any explanation for the change in the comparable set. Finally, the valuation report has not been signed by any individual – it merely carries the valuation company’s stamp. Given this, we are unable to support the resolution. Further, NCLT has approved the merger of PCIL with Ambuja, the holding company of ACC and PCIL. Post-merger, it remains unclear whether these transactions between ACC and PCIL will continue and, if so, the same commercial framework will extend to Ambuja. We believe there is a need for greater transparency and a clear articulation of pricing principles across the group. We do not support the resolution.
  • DSP Mutual FundThe company has proposed related party transactions between ACC (50.05% subsidiary) and PCIL (99.96% subsidiary), which amounted to Rs. 9,913.3 mn in FY25. These transactions include the purchase and sale of cement, clinker, raw materials, spares, power, and services, as well as reimbursements and deputation charges, all operational in nature. The company has disclosed a valuation report and benchmarking analysis for the related party transactions (including clinker transactions). We note several areas of concern regarding the benchmarking methodology adopted in the report. The carrying cost appears to have been estimated based on the cost of debt raised by AAA rated companies in the financial services sector and not cement companies or other manufacturing companies. There is a brand fee of 2% that has been built into the transaction pricing, which is determined by advertisement spends of other cement companies – but not of ACC (which is lower at 0.9% in FY25) and / or Penna Cements. The basis of applying a margin-based approach to determine the transfer pricing, setting a 35% markup on the selling entity’s variable cost of producing clinker is unclear. The valuation report provides no basis or source of such disclosure. It is unclear why the valuation report has not factored in, additionally, ACC and Penna’s own margins on clinker sales. The valuation report uses different sets of cement companies as comparable for different transactions, without any explanation for the change in the comparable set. Finally, the valuation report has not been signed by any individual – it merely carries the valuation company’s stamp. Given this, we are unable to support the resolution. Further, NCLT has approved the merger of PCIL with Ambuja, the holding company of ACC and PCIL. Post-merger, it remains unclear whether these transactions between ACC and PCIL will continue and, if so, the same commercial framework will extend to Ambuja. We do not support the resolution for above mentioned reasons.
  • Invesco Mutual FundThe company has proposed related party transactions between ACC (50.05% subsidiary) and PCIL (99.96% subsidiary), which amounted to Rs. 9,913.3 mn in FY25. These transactions include the purchase and sale of cement, clinker, raw materials, spares, power, and services, as well as reimbursements and deputation charges, all operational in nature. The company has disclosed a valuation report and benchmarking analysis for the related party transactions (including clinker transactions). We note several areas of concern regarding the benchmarking methodology adopted in the report. The carrying cost appears to have been estimated based on the cost of debt raised by AAA rated companies in the financial services sector and not cement companies or other manufacturing companies. There is a brand fee of 2% that has been built into the transaction pricing, which is determined by advertisement spends of other cement companies – but not of ACC (which is lower at 0.9% in FY25) and / or Penna Cements. The basis of applying a margin-based approach to determine the transfer pricing, setting a 35% markup on the selling entity’s variable cost of producing clinker is unclear. The valuation report provides no basis or source of such disclosure. It is unclear why the valuation report has not factored in, additionally, ACC and Penna’s own margins on clinker sales. The valuation report uses different sets of cement companies as comparable for different transactions, without any explanation for the change in the comparable set. Finally, the valuation report has not been signed by any individual – it merely carries the valuation company’s stamp. Given this, we are unable to support the resolution. Further, NCLT has approved the merger of PCIL with Ambuja, the holding company of ACC and PCIL. Post-merger, it remains unclear whether these transactions between ACC and PCIL will continue and, if so, the same commercial framework will extend to Ambuja. We believe there is a need for greater transparency and a clear articulation of pricing principles across the group. We do not support the resolution

  29 for4 against

Mutual fund votes, meeting of 20 Nov 2025, 36 fund houses

• 1) Approve scheme of arrangement for amalgamation of Sanghi Industries Limited, a subsidiary, with Ambuja Cements Limited.

  1 for0 against
• Approve Scheme of Arrangement

  2 for0 against
• Approve scheme of arrangement for amalgamation of Sanghi Industries Limited, a subsidiary, with Ambuja Cements Limited

  6 for0 against
• Scheme of Arrangement between Sanghi Industries Limited and Ambuja Cements Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.MoreLess

  26 for0 against
• To consider and approve the Scheme of Arrangement between Sanghi Industries Limited (Transferor Company) and Ambuja Cements Limited (Transferee Company) and their respective shareholders - to be approved by requisite Statutory Majority.MoreLess

  1 for0 against

Mutual fund votes, meeting of 26 Jun 2025, 32 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• 1. A. To receive, consider and adopt the audited financial statements of the Company for the financial year ended on March 31, 2025 together with the Reports of the Board of Directors' and Auditors' thereon.B.To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended on March 31, 2025 together with the report of Auditors' thereon.MoreLess

  32 for0 against
• To declare dividend on equity shares for the FY 2024-25.

  32 for0 against
• To appoint a Director in place of Mr. M. R. Kumar (DIN: 03628755), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board independence norms are not met and Mangalam Ramasubramanian Kumar is a non-independent director nominee.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because:• The board independence norms are not met (as per our re-classification) and MangalamRamasubramanian Kumar is a non-independent director nominee.

  30 for2 against
• To consider and if thought fit, approve the appointment of M/s. Mehta & Mehta, Practicing Company Secretary as Secretarial Auditor of the Company for a first term of five (5) years.

  32 for0 against
• To consider and, if thought fit, approve the remuneration payable to M/s. P.M. Nanabhoy & Co., Cost Accountants, Cost Auditors of the Company, for the financial year ending March 31, 2026

  32 for0 against
• To consider and if thought fit, approve reappointment of Mr. Ajay Kapur (DIN: 03096416) to be designated as Managing Director of the Company

  32 for0 against
• To consider and if thought fit, approve appointment of Mr. Vinod Bahety (DIN: 09192400) as Director of the Company

  30 for0 against
• To consider and if thought fit, approve appointment of Mr. Vinod Bahety (DIN: 09192400) as Wholetime Director & Chief Executive Officer of the Company including terms and conditions thereof

  30 for0 against
• To consider and if thought fit, approve the appointment Mr. Praveen Garg (DIN: 00208604) as Independent Director (Non-executive) of the Company

  32 for0 against
• To consider and, if thought fit, approve the reappointment of Mr. Maheswar Sahu (DIN: 00034051) as an Independent Director (Non-executive) of the Company to hold office for second term of three consecutive yearsMoreLess

  32 for0 against
• To consider and, if thought fit, approve the reappointment of Mr. Rajnish Kumar (DIN: 05328267) as an Independent Director (Non-executive) of the Company to hold office for second term of three consecutive yearsMoreLess

  32 for0 against
• To consider and, if thought fit, approve the re-appointment of Mr. Ameet Desai (DIN: 00007116) as an Independent Director (Non-executive) of the Company to hold office for second term of three consecutive yearsMoreLess

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Ex-employee of the Adani group. Prolonged Association with the group.
  • Axis Mutual Fund, Mahindra Manulife Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundAmeet Desai, 59, is the founder of Anubhuti Advisors LLP. He was the Executive Director and Group CFO of Adani Power, Adani Enterprises and advisor to Chairperson at the Adani Group from 2014 till August 2017. He has been on the board of Ambuja Cements as Independent Director since 16 September 2022. He attended all twelve board meetings held during FY25. Ameet Desai has been on the board of several Adani Group companies in the past – on Adani Defence Systems and Technologies Limited since March 2015, on Adani Aerospace and Defence Limited since July 2015, on Adani Naval Defence Systems and Technologies Limited since July 2015 and on Adani Infrastructure Private Limited from March 2017 till September 2023. Ameet Desai has been associated with the Adani group for over a decade. Hence, we do not support his reappointment as Independent Director. The company must consider reappointing him as a non-executive non-Independent Director.
  • Bajaj Finserv Mutual FundCompliant with law. Governance Concern: Ex-employee of the Adani group. Prolonged Association with the group. "The Company is seeking shareholders’ approval for re-appointment of Mr. Ameet Desai as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of three (3) consecutive years commencing with effect from September 16, 2025 up to September 15, 2028 (both days inclusive). Mr. Ameet Desai has extensive expertise across various sectors, including ports, energy, renewables, and pharma. At the Adani Group, he served in key roles such as Advisor to the Chairman, Executive Director, and Group CFO, significantly contributing to the listing of four entities and raising over US$ 10 billion. He was also responsible for strategy and policy at the Group level. Before Adani, he was the Global Head of M&A and Business Planning at Ranbaxy Laboratories Ltd., leading cross-border acquisitions and strategic planning. At Core Healthcare, he served as CFO, managing operations and regulatory compliance. No concern has been identified regarding profile, attendance and time commitment of Mr. Desai. However, the Company has stated in the Notice that “At the Adani Group, he served in key roles such as Advisor to the Chairman, Executive Director, and Group CFO, significantly contributing to the listing of four entities and raising over US$ 10 billion. He was also responsible for strategy and policy at the Group level.”. Appointment of an ex-employee who also held Executive/ Managerial position & had a long association with the Company / Group as an Independent Director is not indicative of a good governance practice. Appointment of past employees (including in a Group Company) as Independent Director can lead to conflict of interest issues, especially when such employee had served in senior management positions in the Group Company in the past. Without questioning the integrity of such employees, we are of the opinion that such individuals may still wield significant influence of the Company without them realizing it and also may not always be objective in their judgment, given past experiences. Therefore, we would not favour such appointments on the Board as Independent Director. It is also to be noted that Mr. Desai was Whole-time Director of Adani Ports and SEZ Ltd from 2005 to 2009 and WTD at Adani Power Ltd from 2009 to 2011. Further, he was associated with the Adani group entities as Directors. In his recent full-time position, he was associated with the Adani Enterprises Ltd as WTD till 2017. Further, he has been on the board of three other Adani group entities since 2015. Hence, his total association with group as approx. 20 years from 2005 onwards, as he has not served any cooling off period from the group. Mr. Ameet Desai is also serving as director in various unlisted entities and LLPs of the promoter, which raises concerns on his independence and goes against goo governance practice. In light of the above concerns, we are voting against the resolution."
  • Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Ex-employee of the Adani group. Prolonged Association with the group.
  • Baroda BNP Paribas Mutual FundEx-employee, prolonged acquisition. This is being considered for a role of an "independent" director which raises questions on actual independence
  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because Ameetkumar (Ameet) Desai was a former employee within the group, he has a prolonged association with the promoter group companies in the capacity of a director/partner and has not served a complete cooling-off (complete disassociation) period of five years.
  • HDFC Mutual FundMr. Ameet Desai, 59, is the founder of Anubhuti Advisors LLP. He was the Executive Director and Group CFO of Adani Power, Adani Enterprises and advisor to Chairperson at the Adani Group from 2014 till August 2017. He has been on the board of Ambuja Cements as Independent Director since 16 September 2022. While his appointment meets statutory requirements, his association with the Adani group is currently in excess of 10 years. We do not support appointment if aggregate tenure with the company or the group has exceeded 10 years. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because:• Ameetkumar (Ameet) Desai has been reclassified as non-independent by ISS because he was a formeremployee within the group, he has a prolonged association with the promoter group companies in thecapacity of a director/partner and has not served a complete cooling-off (complete disassociation)period of five years.
  • ICICI Prudential Mutual FundAmeet Desai, 59, was the Executive Director and Group CFO of Adani Power, Adani Enterprises and advisor to Chairperson at the Adani Group from 2014 till August 2017. He has been on the board of Ambuja Cements as Independent Director since 16 September 2022. He attended all twelve board meetings held during FY25. Ameet Desai has been on the board of several Adani Group companies in the past. Given Ameet Desai’s long association with the Adani group, we propose to vote against his reappointment as Independent Director.For this proposal, the AMC has also considered various applicable factors for casting votes on behalf of ESG schemes.
  • Invesco Mutual FundAmeet Desai, 59, is the founder of Anubhuti Advisors LLP. He was the Executive Director and Group CFO of Adani Power, Adani Enterprises and advisor to Chairperson at the Adani Group from 2014 till August 2017. He has been on the board of Ambuja Cements as Independent Director since 16 September 2022. He attended all twelve board meetings held during FY25. Ameet Desai has been on the board of several Adani Group companies in the past – on Adani Defence Systems and Technologies Limited since March 2015, on Adani Aerospace and Defence Limited since July 2015, on Adani Naval Defence Systems and Technologies Limited since July 2015 and on Adani Infrastructure Private Limited from March 2017 till September 2023. Ameet Desai has been associated with the Adani group for over a decade. Hence, we do not support his reappointment as Independent Director. The company must consider reappointing him as a non-executive non-Independent Director. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Candidate Prolonged Association
  • Tata Mutual FundMr. Desai is an Ex-employee of the Adani group having held senior level positions. He was the Executive Director and Group CFO of Adani Power, Adani Enterprises and advisor to Chairperson at the Adani Group from 2014 till August 2017. He has also been on the board of several Adani group companies. He has been associated with the group for over a decade. We do not support his reappointment as an Independent Director. The company may consider reappointing him as a non-executive non-Independent Director.

  8 for24 against
• To consider and, if thought fit, approve the re-appointment of Ms. Purvi Sheth (DIN: 06449636) as an Independent Director (Non-executive) of the Company to hold office for second term of three consecutive yearsMoreLess

  32 for0 against
• To consider and if thought fit, approve the material related party transaction(s) with Adani Logistics Limited

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency Concern: Justification not provided for significant increase in proposed transactions value.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Transparency Concern: Justification not provided for significant increase in proposed transactions.

  27 for5 against
• To consider and if thought fit, approve the material related party transaction(s) with Adani Enterprises Limited

  32 for0 against
• To consider and if thought fit, approve the material related party transaction(s) with Orient Cement Limited

  32 for0 against