Adani Enterprises Files Prospectus for ₹1,000 Crore NCD Public Issue

Adani Enterprises Limited has filed the prospectus with regulatory authorities for its public issue of non-convertible debentures (NCDs) worth up to ₹1,000 crore. The Management Committee of the Board of Directors approved and adopted the prospectus on December 29, 2025, marking a significant step toward the launch of this comprehensive debt offering.

Regulatory Filing and Compliance

The company has filed the prospectus dated December 29, 2025, with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli at Ahmedabad, BSE Limited, and National Stock Exchange of India Limited. The issue is being conducted pursuant to the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Companies Act, 2013, and relevant SEBI master circulars.

Filing Details:	Information
Prospectus Date:	December 29, 2025
Filed With:	RoC Gujarat, BSE Limited, NSE Limited
Regulatory Framework:	SEBI NCS Regulations 2021
Company Secretary:	Jatin Jalundhwala (FCS-3064)

Issue Structure and Timeline

The public issue comprises secured, rated, listed, redeemable non-convertible debentures with a face value of ₹1,000 each. The company has structured the offering with a base issue size of ₹500 crore and retained the option for over-subscription up to an additional ₹500 crore through a green shoe option.

Issue Parameters:	Details
Base Issue Size:	₹500 crore
Green Shoe Option:	₹500 crore
Total Issue Size:	Up to ₹1,000 crore
Face Value per NCD:	₹1,000
Issue Opening:	Tuesday, January 6, 2026
Issue Closing:	Monday, January 19, 2026
Minimum Application:	₹10,000 (10 NCDs)

Investment Series and Returns

The company has designed eight distinct series of NCDs, offering investors flexibility in choosing tenors and interest payment frequencies. The series provide effective yields ranging from 8.60% to 8.90% per annum across different investment horizons.

Series:	Tenor:	Interest Frequency:	Effective Yield:	Redemption Amount:
Series I	24 months	Annual	8.60%	₹1,000.00
Series II	24 months	Cumulative	8.60%	₹1,179.40
Series III	36 months	Quarterly	8.75%	₹1,000.00
Series IV	36 months	Annual	8.74%	₹1,000.00
Series V	36 months	Cumulative	8.75%	₹1,286.45
Series VI	60 months	Quarterly	8.90%	₹1,000.00
Series VII	60 months	Annual	8.89%	₹1,000.00
Series VIII	60 months	Cumulative	8.90%	₹1,531.95

Security and Default Protection

The NCDs are secured by a first ranking pari passu charge on identified loans and advances classified as non-current assets in the company's books. The security structure ensures maintenance of at least 110% security cover of the outstanding principal amounts of the NCDs and interest thereon at all times until the redemption date.

The company has established comprehensive default protection mechanisms, including payment of additional interest over and above the agreed coupon rate in case of delays. Specifically, the company will pay at least 2% per annum additional interest if it fails to execute the Debenture Trust Deed within the prescribed period. The debentures are proposed to be listed on both BSE Limited and National Stock Exchange of India Limited, with BSE Limited serving as the designated stock exchange.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.20%	-1.60%	-4.83%	-12.13%	-5.32%	+362.98%

Adani Enterprises Limited has officially filed the outcome of its NCLT-convened equity shareholders meeting held on December 29, 2025, confirming overwhelming approval for the composite scheme of amalgamation. The company submitted comprehensive voting results to BSE and NSE, demonstrating exceptional shareholder support for the corporate restructuring initiative.

Official Regulatory Filing Details

The company filed detailed voting outcomes with stock exchanges pursuant to Regulation 44(3) of SEBI Listing Regulations. The meeting was conducted through video conferencing from 11:00 AM to facilitate shareholder participation across locations.

Parameter:	Details
Meeting Date:	December 29, 2025
Record Date:	December 22, 2025
Total Shareholders:	6,52,384
Meeting Duration:	11:00 AM - 11:18 AM IST
Voting Method:	Remote e-voting + Meeting e-voting

Comprehensive Voting Results

The scrutinizer's report confirmed exceptional approval rates across all shareholder categories, with the resolution achieving requisite statutory majority under both Companies Act 2013 and SEBI regulations.

Voting Outcome:	Numbers	Percentage
Total Shares Voted:	1,03,71,61,768	89.86% of outstanding
Votes in Favour:	1,03,71,59,649	99.9998%
Votes Against:	2,119	0.0002%
Total Outstanding Shares:	1,15,41,80,729	-

Category-wise Shareholder Participation

The voting breakdown revealed unanimous institutional support and strong retail participation in the amalgamation approval process.

Shareholder Category:	Shares Held	Votes Polled	Approval Rate
Promoter Group:	85,37,70,953	85,37,70,953 (100%)	100.00%
Public Institutions:	21,07,89,457	18,33,13,605 (86.97%)	100.00%
Public Non-Institutions:	8,96,20,319	77,210 (0.09%)	97.26%

Scrutinizer Certification and Compliance

CS Chirag Shah, appointed by NCLT as scrutinizer, certified that the resolution achieved requisite statutory majority under Section 230 of Companies Act 2013 and SEBI Master Circular requirements. The remote e-voting period operated from December 24-28, 2025, with Central Depository Services (India) Limited providing technical infrastructure.

Meeting Participation:	Count
Promoter Group Attendees:	7
Public Shareholders:	54
Total Video Conference Participants:	61

Composite Scheme Structure

The approved amalgamation involves five Adani Group entities, with Adani Green Technology Limited, Adani Emerging Businesses Private Limited, Adani Tradecom Limited, and Adani New Industries Limited amalgamating into Adani Enterprises Limited. The scheme now proceeds to subsequent regulatory approvals and implementation phases as per statutory requirements.

The company secretary Jatin Jalundhwala signed the official filing, confirming compliance with all regulatory requirements and successful completion of the shareholder approval process.