Inox Green Energy Services Limited has received approval from the National Company Law Tribunal (NCLT), Ahmedabad Bench, for its Scheme of Arrangement involving the demerger of its Power Evacuation Business into Inox Renewable Solutions Limited. The order was pronounced on 13 March 2026, and a certified copy was received by the company on 27 April 2026. The scheme has been sanctioned under Sections 230 to 232 of the Companies Act, 2013.

The appointed date for the demerger is 01 October 2024. The scheme will become effective from the date on which the certified copy of the NCLT order is filed with the Registrar of Companies, Gujarat. Upon effectiveness, the Power Evacuation Business, including all assets, liabilities, rights, and obligations, will stand transferred to and vested in Inox Renewable Solutions Limited.

Share and Warrant Entitlement Ratio

The valuation exercise for determining the share and warrant entitlement ratio was carried out by M/s Finvox Analytics, a registered valuer entity. The valuation report was independently examined by M/s Marwadi Chandarana Intermediaries Brokers Private Limited, a SEBI registered Category-I Merchant Banker, which issued a fairness opinion.

Stakeholder Approval

The scheme received approval from all requisite classes of stakeholders through meetings conducted on 01 November 2025 and 02 November 2025 via video conferencing platform facilitated by National Securities Depository Limited (NSDL).

For Inox Green Energy Services Limited, 178 unsecured creditors representing an outstanding debt of Rs. 1,27,21,20,716 voted in favour. The meeting was attended by 5 warrant holders holding 4,20,68,962 share warrants, representing 100% of total outstanding warrants. Three secured creditors having an outstanding debt of INR 26,01,57,000, representing 100% in value, approved the scheme. Additionally, 65 equity shareholders holding 20,63,95,597 equity shares, representing 56.24% in value, approved the resolution.

For Inox Renewable Solutions Limited, 3 secured creditors having an outstanding debt of INR 2,35,78,10,236, representing 75.451% in value, approved the scheme. The meeting was attended by 144 unsecured creditors having outstanding debt of INR 5,56,10,78,506, representing 83.272% in value. Two debenture holders holding 1,25,29,45,205 debentures, representing 100% in value, also approved the scheme.

Regulatory Compliance and Conditions

The NCLT has directed both companies to comply with various statutory requirements. The companies shall file e-Form INC-28 along with the certified copy of the order with the Registrar of Companies within thirty days. They must also file a certified copy of the order before the concerned Superintendent of Stamps for adjudication of stamp duty, if any payable.

The companies shall comply with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Master Circular dated 20.06.2023. Inox Renewable Solutions Limited shall comply with the provisions of the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 in relation to issuance of shares to non-resident shareholders, if applicable.

The sanction of the scheme shall not affect the rights of the Income Tax Department to assess, reassess, recover or initiate appropriate proceedings in relation to any past, present or future tax liabilities of the petitioner companies. The companies have undertaken to preserve their books of accounts, papers and records and shall not dispose of the same without prior permission of the Central Government in terms of Section 239 of the Companies Act, 2013.

Inox Green Energy Services Limited has received approval from the National Company Law Tribunal (NCLT), Ahmedabad Bench, for its Scheme of Arrangement involving the demerger of its Power Evacuation Business. The order was pronounced on March 13, 2026, marking a significant milestone in the company's strategic restructuring initiative.

Scheme Details and Structure

The approved scheme provides for the demerger of the Power Evacuation Business from Inox Green Energy Services Limited (Demerged Company) to Inox Renewable Solutions Limited (Resulting Company), with an appointed date of October 1, 2024. The arrangement involves the transfer of all assets, liabilities, rights, and obligations pertaining to the demerged undertaking.

Stakeholder Approval Process

The scheme received overwhelming support from all stakeholder categories across both companies. The meetings were conducted through video conferencing platform provided by National Securities Depository Limited (NSDL) on November 1-2, 2025.

Inox Green Energy Services Limited Approvals:

Inox Renewable Solutions Limited Approvals:

Strategic Rationale

The demerger aims to achieve several strategic objectives:

• Business Segregation: Separate distinct business verticals with different risk profiles, financial characteristics, and growth opportunities
• Operational Focus: Establish IGESL as a pure-play operations and maintenance (O&M) services provider for wind turbine generators
• Business Consolidation: Consolidate Power Evacuation Business within IRSL to unlock value and enhance focus
• Strategic Flexibility: Enable both entities to pursue independent growth strategies and attract different sets of investors and stakeholders

Regulatory Compliance and Conditions

The NCLT order includes comprehensive compliance requirements:

• Filing of certified copy with Registrar of Companies within 30 days
• Compliance with SEBI regulations and stock exchange requirements
• Adherence to Foreign Exchange Management Act provisions for non-resident shareholders
• Payment of applicable stamp duty and statutory fees
• Preservation of books of accounts under Section 239 of Companies Act, 2013

The Regional Director and Income Tax Department raised various observations regarding accounting treatment, FEMA compliance, and outstanding tax matters, all of which were adequately addressed by the petitioner companies through detailed affidavits and undertakings.

Share Exchange Ratio

The share and warrant entitlement ratio was determined based on valuation exercise conducted by registered valuer M/s Finvox Analytics and independently examined by SEBI registered merchant banker M/s Marwadi Chandarana Intermediaries Brokers Private Limited. The recommended fair share entitlement ratio provides for issuance of 122 equity shares of the resulting company for every 1,000 equity shares of the demerged company.

The scheme becomes effective from the date of filing the certified copy of the NCLT order with the Registrar of Companies, Gujarat. Upon effectiveness, all properties, assets, rights, contracts, and employees related to the Power Evacuation Business will transfer to Inox Renewable Solutions Limited without interruption.