The Adani Group, a major Indian conglomerate, acquired ITD Cementation India Ltd, a company focused on construction and infrastructure projects, through its subsidiary Renew Exim DMCC. This acquisition was announced in October 2024 and finalized with regulatory approvals by January 2025. It is a significant move to expand the Adani Group's presence in the infrastructure and construction industries. This article explains the Adani Group ITD Cementation Acquisition focusing on the legal aspects, regulatory processes and the current status as of 2025.
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Overview of the Adani Group ITD Cementation Acquisition
The Adani Group, led by billionaire Gautam Adani, purchased a controlling stake in ITD Cementation India Ltd, a well-established company known for building large-scale infrastructure projects like roads, bridges, and airports.
The acquisition was carried out by Renew Exim DMCC, a Dubai-based company owned by Vinod Adani, a key figure in the Adani Group. The deal involved buying 46.64% of ITD Cementation’s shares from its previous promoter, Italian-Thai Development Public Company Ltd, for ₹3,204.5 crore (approximately $380 million USD).
This purchase triggered additional legal requirements under Indian laws, including an open offer to buy more shares from public shareholders and obtaining approval from regulatory bodies like the Securities and Exchange Board of India (SEBI) and the Competition Commission of India (CCI). The process was completed smoothly, with no reported legal disputes as of 2025.
Legal Framework and Regulatory Compliance
The acquisition followed strict legal and regulatory guidelines to ensure transparency, fairness and protection for all shareholders. Below is a key legal aspects:
1. SEBI’s Takeover Regulations
In India, when a company acquires a significant portion of another company’s shares (in this case, 46.64%), the Securities and Exchange Board of India (SEBI) requires the buyer to make an open offer to purchase additional shares from public shareholders. This rule, part of SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011, protects smaller shareholders by giving them a chance to sell their shares at a fair price when control of the company changes hands.
Here’s what the open offer involved:
Shares Offered: Renew Exim DMCC offered to buy up to 4.47 crore shares, which is 26% of ITD Cementation’s total shares.
Price per Share: The offer price was ₹571.68 per share, slightly higher than the market price of ₹539 on October 25, 2024, to ensure fairness.
Total Cost of Open Offer: If all public shareholders accepted the offer, it would cost ₹2,553.4 crore (around $300 million USD).
Total Deal Value: Combining the initial purchase (₹3,204.5 crore) and the open offer (up to ₹2,553.4 crore), the total potential cost of the acquisition was ₹5,758 crore (approximately $680 million USD).
By following these rules, the Adani Group ensured that minority shareholders were treated fairly, and all necessary information was shared with the stock exchanges, as required by SEBI.
2. Competition Commission of India (CCI) Approval
Since the acquisition was a large deal with potential impacts on the construction and infrastructure markets, it needed approval from the Competition Commission of India (CCI). The CCI’s job is to ensure that big business deals like this don’t harm competition in the market, which could lead to higher prices or fewer choices for consumers.
On January 28, 2025, the CCI approved the acquisition, allowing Renew Exim DMCC to:
Acquire 46.64% of ITD Cementation’s shares (8,01,13,180 shares).
Potentially hold up to 72.64% of the company’s shares if the open offer was fully accepted by public shareholders.
The CCI found no major concerns about competition, and no special conditions were publicly mentioned for the approval. This step was critical to ensure the deal complied with India’s competition laws.
Background and Structure of the Acquisition
ITD Cementation India Ltd is a respected company that specializes in engineering and construction projects, such as building highways, metro systems and other infrastructure both in India and abroad. The Adani Group saw this acquisition as a way to strengthen its own infrastructure business, which includes projects like airports, highways, and ports.
The deal was structured as follows:
Buyer: Renew Exim DMCC, a Dubai-based subsidiary of the Adani Group, purchased the shares.
Seller: Italian-Thai Development Public Company Ltd, the previous majority owner of ITD Cementation, sold its 46.64% stake.
Transaction Date: The deal was announced on October 26, 2024.
Cross-Border Nature: Since Renew Exim DMCC is based in Dubai, the deal involved a foreign company buying an Indian company. However, it complied with India’s foreign direct investment (FDI) rules and SEBI regulations, so there were no legal issues.
After the acquisition, the Adani Group gained control of ITD Cementation, which is expected to help them take on larger and more complex infrastructure projects. This move also positions them to compete more effectively with other major players in the industry.
Financial and Operational Impact
While this article focuses on the legal side, it is helpful to understand the financial scale of the deal. In 2024, ITD Cementation reported revenues of ₹7,542 crore (around $900 million USD) and a profit of ₹274 crore (about $32 million USD). This shows that ITD Cementation is a significant player in the construction industry and making it a valuable addition to the portfolio of Adani Group.
The total cost of the acquisition (up to ₹5,758 crore) reflects the commitment of Adani Group’s in growing its infrastructure business. By acquiring ITD Cementation, the Adani Group can leverage the company’s expertise to support its existing projects and take on new ones.
No Legal Challenges
As of 2025, there have been no reported lawsuits, disputes or legal challenges related to the acquisition. This suggests that the deal was well-planned and executed, with all stakeholders, shareholders, regulators, and the companies involved satisfied with the process. The absence of legal issues highlights the Adani Group’s careful attention to complying with all regulations.
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Summary of Key Legal Aspects
To make the legal details easier to understand, here’s a table summarizing the key points. This table provides a clear snapshot of the legal steps and outcomes of the acquisition:
Legal Aspect | Details |
Regulatory Compliance | Followed SEBI’s SAST Regulations, including an open offer for shareholders. |
Open Offer Shares | Up to 4.47 crore shares (26% of ITD Cementation’s total shares). |
Open Offer Amount | ₹2,553.4 crore at ₹571.68 per share. |
Primary Transaction Stake | 46.64% of shares bought from Italian-Thai Development Public Company. |
Primary Transaction Amount | ₹3,204.5 crore. |
Total Consideration | Up to ₹5,758 crore (primary transaction + open offer). |
CCI Approval | Approved on January 28, 2025, with no special conditions. |
Post-Open Offer Stake | Up to 72.64% if the open offer is fully accepted. |
Legal Challenges | None reported as of 2025. |
Summary
The Adani Group’s acquisition of ITD Cementation India Ltd through Renew Exim DMCC was a carefully planned and legally compliant transaction. By following SEBI’s takeover regulations and securing CCI approval, the Adani Group ensured that the deal was transparent, fair, and in line with India’s legal frameworks. With a total potential cost of ₹5,758 crore and no legal challenges reported, this acquisition strengthens the Adani Group’s position in the infrastructure and construction sectors, paving the way for future growth and development.
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Adani Group ITD Cementation Acquisition: FAQs
Q1. Is ITD Cementation owned by the Adani Group?
Yes, the Adani Group now controls ITD Cementation India Ltd through a 46.64% stake acquired by Renew Exim DMCC. If the open offer is fully accepted, their stake could increase to 72.64%.
Q2. Who bought ITD Cementation India Ltd?
Renew Exim DMCC, a subsidiary of the Adani Group, purchased a 46.64% stake from Italian-Thai Development Public Company Ltd.
Q3. What is the latest acquisition by the Adani Group?
The acquisition of a 46.64% stake in ITD Cementation India Ltd for ₹3,204.5 crore, with an open offer for an additional 26%, is one of their latest deals.
Q4. Who owns Renew Exim DMCC?
Renew Exim DMCC is owned by Vinod Adani, a prominent member of the Adani Group.
Q5. Which cement companies are under the Adani Group?
The Adani Group owns ACC Ltd and Ambuja Cements, which produce cement. ITD Cementation, now under Adani, focuses on construction and infrastructure projects, not cement production.
