ACC Ltd carries a fundamentally altered shape: it is being merged out of existence into its parent Ambuja Cements, its commerce with Adani-group entities has escalated sharply, and a ₹1,147.59 crore cartelisation penalty remains unresolved after seven years. The record is further shaped by volatile cash conversion, large recurring exceptional items, and a sharp build-up in receivables.
Key findings
- A ₹1,147.59 crore cartelisation penalty remains unresolved after seven years
Major- The Competition Commission imposed a ₹1,147.59 crore penalty for alleged cartelisation, with accrued interest of ₹1,258.07 crore as at March 31, 2026, and the Supreme Court stay has held since October 5, 2018 with no provision recognised. The Holding Company reversed ₹594.43 crore net in tax provisions in FY2025-26 based on favourable High Court decisions. SEBI, in its 3 June 2026 observations on the amalgamation scheme, required disclosure of all enforcement actions against the company, promoters and directors before NCLT and shareholders. - Commerce with Adani-group entities has escalated sharply
Major- Shareholder-approved related-party transaction limits for Ambuja Cements rose from ₹3,500 crore to ₹27,500 crore in four years, with the FY2026-27 limit equalling 132% of ACC's FY2025 consolidated turnover. ACC's subsidiary AMRL acquired fifteen companies for ₹298.61 crore cash and received ₹380.57 crore in inter-corporate deposits, funded by ACC's ₹867 crore investment in AMRL's debentures. ACC sold surplus Thane land to related party Camrose Realtors for ₹385 crore, recognising a ₹369.01 crore exceptional gain. - Operating cash flow is structurally weak relative to profit
Major- Cumulative CFO of ₹13,479 crore covered only 56% of cumulative EBITDA of ₹24,145 crore over the ten years through FY26. Free cash flow was negative in FY26 (₹-2,393 crore) and FY25 (₹-242 crore) while the Board recommended a ₹141 crore dividend for FY26. Karan Adani stated in the Q4 FY26 call that capacity expansion targets for FY28 "could move a year or 2" to FY30 and that projects were started "without full engineering being done in place". - Reported profits are shaped by large recurring exceptional items
Major- ACC reversed tax provisions of ₹594.43 crore net in FY2025-26 based on favourable High Court decisions. The company recognised a ₹369.01 crore exceptional gain on the related-party Thane land sale in FY2024-25. ACC also changed its provident fund accounting from a defined benefit to a defined contribution plan effective January 1, 2025, transferring a provisional obligation of ₹628.97 crore to the EPFO. - Receivables have built up sharply while sales are routed through related parties
Major- Trade receivables stood at ₹3,842 crore as of March 31, 2026, with receivables days climbing to 54 days in FY26 from 19 days in FY25. The auditor identified revenue recognition under Master Supply Agreements with related parties as a Key Audit Matter, an area needing the most judgement. Revenue from clinker sales to an associate and Ready Mix Concrete sales via a joint venture was netted against purchases rather than recognised as income, totalling ₹136.12 crore in FY26. - Audit opinions were clean except for a qualified opinion in FY2022-23
Major- The statutory auditor issued a qualified opinion for the 15-month period ended March 31, 2023, citing inability to comment on possible effects of transactions referred to in a short seller's report. The ₹1,147.59 crore CCI penalty remained an Emphasis of Matter, a special call-out in the audit report, for seven consecutive years without a provision. The auditor reported that the Holding Company's audit trail for direct database changes was not enabled from April 1, 2025 to February 23, 2026, and preservation gaps existed across two financial years. - Goodwill and investment impairments cluster around non-operational units
Minor- An impairment loss of ₹207.28 crore was recognised as an exceptional item in FY25 on tangible assets of three non-operational clinker units at Wadi-1, Bargarh and Chaibasa. Goodwill and the standalone investment in Lucky Minmat Limited were fully impaired in the year ended December 31, 2021, due to no mining activity and ongoing litigation. ACC acquired the remaining 55% of Asian Concretes and Cements for ₹422.63 crore, obtaining control on January 8, 2024. - Auditor rotated from Deloitte to SRBC with no resignations or adverse actions
Clean- Deloitte Haskins & Sells LLP served as statutory auditor for FY20 and FY21, and the Board appointed S R B C & Co. LLP for a first term of five years from the 86th AGM to the 91st AGM in 2027. Shareholders approved the appointment on April 21, 2022, with 97.78% of votes in favour. S R B C & Co. LLP has continued through FY26, with Santosh Agarwal signing the audit reports dated April 24, 2025 and April 30, 2026.
What to watch
- SEBI enforcement disclosure. Disclosure of all enforcement actions against ACC, its promoters and directors is required before NCLT and shareholders as per SEBI's 3 June 2026 observations on the amalgamation scheme.
- Amalgamation completion. The Scheme of Amalgamation of ACC with Ambuja Cements is expected over FY2027, subject to NCLT and other approvals.
- Karnataka mining demand. Karnataka High Court proceedings on the ₹482 crore illegal mining demand are ongoing, with a State Government assurance of no precipitative action given on April 21, 2026.
Bottom line: This is a record of a company being absorbed into a larger group structure, with the terms of that absorption, escalating related-party limits, a subsidiary chain built through shell-entity acquisitions, and a seven-year-old cartelisation penalty, set by the acquirer. The cash generation behind reported profit has been thin, and the receivables line has moved sharply in the final year before the merger. Watch the Supreme Court hearing on the CCI penalty and the SEBI-mandated enforcement disclosures that must be made before the amalgamation proceeds.