Punj Lloyd Limited has taken decisive steps in implementing its acquisition plan, executing critical asset transfer agreements with Adani Group entities on February 28, 2026. The developments mark substantial progress following the National Company Law Tribunal (NCLT) order approving the acquisition by Adani Infra (India) Limited.

Key Transaction Details

The company has formalized two major asset transfer arrangements as part of the acquisition implementation:

Implementation Progress

A crucial meeting between the liquidator and Adani Infra (India) Limited was conducted on February 28, 2026, focusing on the detailed implementation steps of the acquisition plan. During this meeting, the parties discussed comprehensive implementation procedures and noted the necessary authorizations required for executing the acquisition plan.

The business transfer agreement covers the sale of Punj Lloyd's Defence Unit to Adani Defence Systems and Technologies Limited. Simultaneously, Punj Lloyd Aviation Limited, operating as a subsidiary of the corporate debtor, has entered into a separate share purchase agreement for transferring its shareholding in Air Works India (Engineering) Private Limited to ADSTL.

Regulatory Framework

These transactions are being executed in accordance with the NCLT order dated February 12, 2026, and represent the practical implementation of the acquisition plan submitted by Adani Infra (India) Limited. The company has disclosed these developments under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Strategic Significance

The asset transfers demonstrate the structured approach being adopted for the acquisition implementation, with specific focus on the defence and aviation sectors. The involvement of Adani Defence Systems and Technologies Limited as the acquiring entity for both the Defence Unit and the Air Works India shares indicates a strategic consolidation within the Adani Group's defence and infrastructure portfolio.

These developments follow the company's earlier intimations dated February 12, 2026, and February 13, 2026, regarding the acquisition plan and NCLT approval, marking continued progress in the corporate restructuring process.

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.

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.

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.