Adani Defence Systems & Technologies Limited (ADSTL), a wholly owned subsidiary of Adani Enterprises Limited, has executed a Share Purchase Agreement on March 1, 2026, to acquire an additional 14.2% stake in Air Works India (Engineering) Private Limited from Punj Lloyd Aviation Limited. This transaction builds upon the earlier asset transfer agreements executed between Punj Lloyd and Adani Group entities under the NCLT-approved acquisition plan.

Transaction Overview

The latest share purchase agreement represents a significant consolidation move within the Adani Group's aviation and defence portfolio:

Shareholding Structure Changes

The acquisition will significantly alter ADSTL's ownership position in Air Works India:

Regulatory Compliance and Disclosure

Adani Enterprises Limited has disclosed this transaction under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has provided comprehensive details as required under SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

The formal intimation was filed with both BSE Limited (Scrip Code: 512599) and National Stock Exchange of India Limited (Scrip Code: ADANIENT), signed by Company Secretary & Joint President (Legal) Jatin Jalundhwala.

Transaction Structure and Parties

The share purchase agreement involves three key entities within the transaction framework:

The transaction is structured as a direct acquisition of shareholding, with ADSTL acquiring the 14.2% stake from PLAL. According to the regulatory filing, this transaction does not fall within related party transactions and is being executed at arm's length.

Connection to Earlier Transactions

This share purchase agreement follows the asset transfer arrangements executed on February 28, 2026, between Punj Lloyd Limited and Adani Group entities. The earlier transactions included a business transfer agreement for Punj Lloyd's Defence Unit sale to ADSTL and were conducted under the NCLT order dated February 12, 2026, approving the acquisition plan submitted by Adani Infra (India) Limited.

Strategic Implications

The transaction demonstrates Adani Group's continued expansion in the defence and aviation sectors through strategic acquisitions. With ADSTL's shareholding in Air Works India increasing to 99.98%, the Adani Group gains near-complete control over the aviation engineering services company, strengthening its position in the aerospace and defence ecosystem.

The structured approach to these acquisitions, executed through multiple agreements and entities within the Adani Group, reflects a comprehensive strategy for integrating Punj Lloyd's assets into the conglomerate's diversified portfolio.

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.