Adani Enterprises Gets NCLT Nod for Major Green Energy Consolidation & Hydrogen Restructuring

Ahmedabad, Gujarat – March 16, 2026 – In a significant move to fortify its position in the clean energy sector, Adani Enterprises Limited (AEL) has received the final sanction from the National Company Law Tribunal (NCLT), Ahmedabad Bench, for a Composite Scheme of Arrangement. The order, passed on Monday, paves the way for a major restructuring aimed at consolidating the group's green hydrogen ecosystem under a focused leadership.

The sanctioned scheme, which involves five entities within the Adani Group, is designed to streamline operations, enhance efficiencies, and create a robust, integrated platform for the production of green hydrogen and associated downstream products.

Scheme Highlights: Simplifying the Green Hydrogen Structure

The NCLT order approves a two-part amalgamation strategy:

Consolidation into Adani Enterprises: Adani Green Technology Limited (AGETL) and Adani Emerging Businesses Private Limited (AEBPL) will be amalgamated into the parent company, Adani Enterprises Ltd. (AEL) . As consideration for the amalgamation of AEBPL, AEL will issue 11 equity shares for every 553 shares held by AEBPL’s shareholders.
Strengthening Adani New Industries: In the second part, Adani Tradecom Limited (ATL) will be amalgamated into Adani New Industries Limited (ANIL) , the entity designated as the core vehicle for the green hydrogen business. For this amalgamation, ANIL will issue 1 equity share for every 10 shares held in ATL.

All equity shares of AGETL, held by ATL, will stand cancelled and extinguished as part of the process. Upon the scheme becoming effective, AGETL, AEBPL, and ATL will stand dissolved without going through the formal winding-up process.

Strategic Rationale: Building an End-to-End Green Hydrogen Champion

The consolidation is a strategic move to bring the group's entire green hydrogen value chain under a single umbrella. ANIL is positioned to develop a large-scale, integrated platform covering:

Manufacturing of renewable energy components (solar and wind).
Green hydrogen generation.
Production of downstream green products.

"The objective is to consolidate the green hydrogen ecosystem under one entity, which will diligently and independently work for development and production of various renewable energy components and green hydrogen," the company had stated in its petition, as noted in the NCLT order.

This streamlined structure is expected to lead to significant operational efficiencies, economies of scale, reduction in overheads, and a simplified corporate framework, ultimately creating greater value for shareholders.

Key Conditions and Compliance

While sanctioning the scheme, the NCLT has laid out several key directions to ensure compliance with all statutory regulations:

Tax Liabilities: The order clarifies that any outstanding or future tax demands related to the amalgamating entities will become the liability of the resulting companies (AEL and ANIL). The Income Tax Department retains the right to initiate proceedings if the scheme is found to result in tax avoidance.
Employee Protection: All employees of the amalgamating companies will be transferred to AEL and ANIL on terms no less favourable than their current conditions, in compliance with labour laws.
Regulatory Compliance: As a listed entity, AEL must comply with all applicable SEBI regulations. The company has already obtained no-objection certificates from 100% of its secured creditors in value terms.
Stamp Duty and Fees: The companies are directed to pay any applicable stamp duty on the transfer of assets and will set off fees paid on the authorized capital of the dissolving entities against those payable by the resulting companies.

The Adani Group now has 30 days from the receipt of the certified order copy to file it with the Registrar of Companies, after which the scheme will become effective from the appointed date.

This development marks a critical step in Adani's ambitious journey to become a global leader in the green energy transition, backed by a significant capital investment in the sector.