NCLT Approves Adani Group Scheme To Consolidate Its Green Hydrogen, Renewable Energy Businesses

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on Monday sanctioned a composite scheme of arrangement involving multiple Adani Group entities for consolidation of their green hydrogen and renewable energy businesses within Adani Enterprises Ltd. and Adani New Industries Ltd. under a unified corporate structure

The order was delivered by Judicial Member Shammi Khan and Technical Member Sanjeev Sharma on March 16, 2026, approving the amalgamation of Adani Green Technology Ltd. and Adani Emerging Businesses Pvt. Ltd. into Adani Enterprises Ltd., and the merger of Adani Tradecom Ltd. into Adani New Industries Ltd. under Sections 230 to 232 of the Companies Act.

Adani Green Technology Ltd. and Adani Emerging Businesses Pvt. Ltd. are the Amalgamating Companies, Adani Enterprises Ltd. is the Amalgamated Company, Adani Tradecom Ltd. (Petitioner 4) is the Transferor Company, and Adani New Industries Ltd. is the Transferee Company.

The Transferee Company was incorporated as a vehicle to incubate, develop and build the largest integrated platform for production of green hydrogen through an end-to-end supply value chain.

It is structured to serve as the parent company for generation of green hydrogen and related downstream products, along with backward integration of renewable energy components including solar and wind manufacturing. The objective of the scheme is to consolidate the green hydrogen ecosystem under one entity, namely the Transferee Company.

It was submitted that the scheme would result in productive utilisation of combined resources, operational and administrative efficiencies, economies of scale, reduction in overheads, and simplification of corporate structure by reducing multiplicity of legal and regulatory compliances.

It was further submitted that increased business capacity and expanded business pre-qualifications would enable the companies to undertake larger and more complex projects in future.

On October 17, 2025, the petitioner companies filed a first motion application, which was allowed on 14 November 2025. Meetings of equity shareholders of petitioner companies 1, 2, 4 and 5 were dispensed with, while the equity shareholders of Adani Enterprises Ltd. convened a meeting on 29 December 2025 through video conferencing and e-voting.

The Chairman's report recorded that 99.9998% of the votes were cast in favour of the scheme.

A second motion petition was filed on 30 December 2025. By order dated 8 January 2026, the Tribunal directed issuance of notices to statutory and regulatory authorities including the Regional Director, Registrar of Companies, Official Liquidator, SEBI, the stock exchanges and the Income Tax Department.

Observations were filed by the authorities raising issues including discrepancies in share capital figures, existence of charges, and compliance with statutory and tax liabilities. The petitioner companies clarified that certain charges reflected on the MCA portal related to subsidiaries and did not constitute secured creditors of the amalgamating entities and undertook to preserve books of accounts, comply with Section 232(5) by filing the certified copy of the order with the Registrar of Companies, and discharge all statutory and tax liabilities in accordance with law.

The tribunal noted that Adani Green Technology Ltd. is a wholly owned subsidiary of Adani Tradecom Ltd., and that Adani Tradecom Ltd. as well as Adani New Industries Ltd. are wholly owned subsidiaries of Adani Enterprises Ltd., forming part of the same group. It further observed that the scheme appeared fair and reasonable, not contrary to public interest, and not detrimental to the interests of shareholders or creditors.

The bench also noted that the scheme was in line with the principles governing sanction of schemes of arrangement as laid down in Miheer H. Mafatlal v. Mafatlal Industries Ltd.

Accordingly, the tribunal sanctioned the scheme providing for amalgamation of Adani Green Technology Ltd. and Adani Emerging Businesses Pvt. Ltd. into Adani Enterprises Ltd., and amalgamation of Adani Tradecom Ltd. into Adani New Industries Ltd.