What was filed
Adani Power Limited told the exchanges that the National Company Law Tribunal, Mumbai Bench, sanctioned the amalgamation of its wholly owned subsidiary Vidarbha Industries Power Limited (VIPL) into the company by an order dated 24 September 2026 — the final court approval that was outstanding.
The wider scheme folds ten wholly owned (or step-down) subsidiaries into Adani Power. Because VIPL alone has its registered office in Maharashtra, its petition was heard separately at the Mumbai bench, while the other nine — all registered in Gujarat — went before the NCLT Ahmedabad bench, which had already sanctioned that part on 4 August 2026. With the Mumbai order, the filing states the scheme has received the requisite approvals from both tribunals.
How the merger is structured
Per the filing, all ten transferor entities are wholly owned by Adani Power, directly or through a subsidiary, so no new Adani Power shares are issued as consideration. The equity shares held within the group are cancelled and extinguished with no allotment in the transferee company — a structure that leaves Adani Power's outstanding share count unchanged.
The stated rationale is corporate simplification: enhanced scale, an optimised capital structure, pooling of financial resources, and fewer legal and regulatory compliances. VIPL operates a thermal power plant at Buttibori, Nagpur, and was acquired by Adani Power during FY 2025-26 through the insolvency (IBC) process on a clean-slate basis, per the order.
The scheme is not yet effective. Its Appointed Date is 1 April 2025, and the company said it will become effective once the steps set out in the approved scheme are completed, with a further exchange update to follow.
Matters the tribunal addressed
The order records the Regional Director's and Registrar of Companies' observations and Adani Power's responses. Among them: VIPL showed a negative net worth as at 31 March 2025 and carried an audit 'Emphasis of Matter' relating to its period under the corporate insolvency resolution process. The company submitted that the negative net worth would not adversely affect the scheme given the transferee's positive net worth, and that creditor and employee interests are protected.
The Income Tax Department's letter, reproduced in the order, preserves its right to proceed against the resultant company for present or future proceedings. The Official Liquidator reported that VIPL's affairs were not conducted prejudicially to public interest or creditors. On these bases the tribunal found the scheme fair and reasonable and granted sanction, directing that VIPL be dissolved without winding up.
What it changes for the group
Once effective, all properties, rights, liabilities, duties and litigation of VIPL transfer to and vest in Adani Power, and VIPL's employees carry over on terms not less favourable. The order also notes that VIPL's securities premium reserve was reduced to nil during FY 2025-26 under the approved resolution plan.