News Orders & Deals Adani Infra Initiates Implementation of NCLT-Approved Punj Lloyd Acquisition PlanAdani Infra Initiates Implementation of NCLT-Approved Punj Lloyd Acquisition Plan
Adani Infra (India) Limited has initiated implementation of its NCLT-approved acquisition plan for Punj Lloyd Limited, involving defence unit transfer to ADSTL, aviation asset sales, and subsidiary divestments to Diversified India Growth Fund. The restructuring includes cancellation of existing share capital for nil consideration and issuance of new equity shares giving Adani Infra 95% ownership while maintaining Punj Lloyd's stock exchange listing. The EPC business will be transferred through a separate demerger scheme, with regulatory approvals being sought for the comprehensive acquisition structure.
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Adani Infra (India) Limited has formally notified stock exchanges about the commencement of its acquisition plan implementation for Punj Lloyd Limited, following approval from the National Company Law Tribunal on February 12, 2026. The comprehensive restructuring marks a significant development in the liquidation process of the engineering and construction company.
Key Components of the Acquisition Structure
The implementation involves multiple strategic transfers and restructuring activities across Punj Lloyd's business segments. The plan encompasses defence operations, aviation assets, and various subsidiary holdings, demonstrating the complex nature of the acquisition.
| Component | Details |
|---|---|
| Defence Unit Transfer | Transfer to Adani Defence Systems and Technologies Limited via Business Transfer Agreement |
| Aviation Asset Sale | Air Works India (Engineering) Private Limited shares sold by Punj Lloyd Aviation Limited to ADSTL |
| Subsidiary Divestment | Master Sale Agreement for shares/stakes in subsidiaries, joint ventures, and branches to Diversified India Growth Fund |
| Listing Status | Punj Lloyd to remain listed on stock exchanges |
Equity Restructuring and Share Capital Changes
The acquisition plan involves significant changes to Punj Lloyd's share capital structure. The existing share capital, including equity shares issued upon conversion of balance debt, will be cancelled for nil consideration. This represents a complete reset of the company's equity base under the new ownership structure.
Adani Infra will receive 95% of the total paid-up share capital through new equity share issuance, establishing majority control over the restructured entity. The remaining equity allocation will go to Dincum Growth Fund Mauritius, managed by Dincum Global Asset Managers, who will be categorized as public shareholders.
EPC Business Demerger Plans
The engineering, procurement, and construction business of Punj Lloyd will be transferred to Adani Infra through a separate demerger scheme. This transfer includes arbitration awards pertaining to the EPC business and will be executed after complying with relevant applicable provisions.
| Aspect | Description |
|---|---|
| Transfer Method | Separate scheme of arrangement for demerger |
| Included Assets | EPC business and related arbitration awards |
| Recipient Entity | Adani Infra (India) Limited |
| Timeline | Further details to be provided in due course |
Regulatory Compliance and Exchange Approvals
The implementation process requires obtaining various regulatory approvals and compliance with listing requirements. Adani Infra will apply to stock exchanges for relevant approvals to list the newly issued equity shares in accordance with NCLT orders and SEBI requirements.
The successful bidder has exercised its discretionary authority under Clause 2.2.7 of the acquisition plan to alter the acquisition structure. This flexibility allows for modifications during implementation while maintaining compliance with the NCLT approval order dated February 12, 2026.
Implementation Timeline and Next Steps
Punj Lloyd has committed to communicating relevant implementation steps in detail separately as the process progresses. Any modifications to the stated actions will be communicated to exchanges in a timely manner, ensuring transparency throughout the acquisition implementation phase.
The acquisition represents Adani Group's expansion into the engineering and construction sector through its infrastructure arm, while providing a resolution pathway for Punj Lloyd's liquidation process under the Insolvency and Bankruptcy Code framework.
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