Adani Power Gets NCLT Mumbai Approval for Vidarbha Industries Power Merger
Adani Power Ltd has received approval from the National Company Law Tribunal (NCLT), Mumbai Bench, to amalgamate Vidarbha Industries Power Ltd (VIPL) into the company. The order was pronounced on September 24, 2026, completing the NCLT approval process for the proposed amalgamation scheme involving the Maharashtra-based subsidiary.
Adani Power informed the stock exchanges on September 25 that the NCLT Mumbai Bench has sanctioned the Scheme of Amalgamation involving VIPL, which is the tenth transferor company under the scheme.
NCLT approves merger of Vidarbha Industries Power with Adani Power
The scheme involves amalgamating 10 wholly owned subsidiaries with Adani Power.
The nine subsidiaries that were subject to the Ahmedabad NCLT process had already received approval from the NCLT Ahmedabad Bench through its order dated August 4, 2026.
The latest order from the Mumbai Bench approves the amalgamation of Vidarbha Industries Power Limited, completing the required NCLT approvals from both benches.
The appointed date for the scheme is April 1, 2025. However, the scheme will become effective only after completion of the steps specified in the approved scheme. Adani Power said it will make a further disclosure to the stock exchanges once the scheme becomes effective.
What is Vidarbha Industries Power?
Vidarbha Industries Power was originally incorporated as Reliance Natural Resources Limited in 2005 and subsequently changed its name to Reliance Mineral Resources Limited and then Vidarbha Industries Power Limited.
The company operates a 600 MW thermal power plant comprising two 300 MW units at Buttibori, Nagpur, Maharashtra. The NCLT order states that VIPL is a wholly owned subsidiary of Adani Power.
The NCLT order also records that Adani Power had operational capacity of 14,550 MW across thermal and solar power plants at multiple locations in India at the relevant date mentioned in the proceedings.
Why is Adani Power merging VIPL?
According to the scheme documents, the proposed amalgamation is intended to create greater scale, integration, financial strength and flexibility.
The stated objectives include:
- Increasing the scale of operations
- Optimising overheads and resources
- Improving organisational efficiency
- Pooling financial resources
- Increasing the combined asset base
- Improving visibility of combined revenue and profitability
- Strengthening the credit profile
- Potentially reducing borrowing costs
- Simplifying the corporate structure and reducing multiple legal and regulatory compliances
These are the objectives stated in the amalgamation scheme, rather than a guarantee of future financial improvement.
No new Adani Power shares to be issued for the merger
An important detail for shareholders is the treatment of the share capital under the scheme.
The NCLT order states that the equity shares of the transferor companies held by Adani Power or its nominees will be cancelled and extinguished. No equity shares of Adani Power will be allotted in consideration of the merger.
This is consistent with the structure of a merger of wholly owned subsidiaries into their holding company.
VIPL was acquired through the insolvency process
The NCLT proceedings also provide background on VIPL’s financial history.
The order records that Adani Power acquired the tenth transferor company during FY2025-26 through the Insolvency and Bankruptcy Code process. The company had previously been under the Corporate Insolvency Resolution Process (CIRP).
The Regional Director/ROC observations referred to a negative net worth in VIPL’s March 31, 2025 financial statements and an auditor’s emphasis-of-matter relating to the company’s CIRP and financial statements. The petitioner companies responded that the acquisition was pursuant to an approved resolution plan and that the company was being amalgamated with Adani Power.
The order further records that VIPL’s securities premium reserve of ₹1,471.76 crore was reduced to nil during FY2025-26 through capital reduction under the approved resolution plan.
NCLT sanctions the amalgamation
After considering the material placed before it, the Mumbai NCLT stated that the scheme appeared fair and reasonable and was not contrary to law or public policy.
The Tribunal consequently sanctioned the scheme under Sections 230 to 232 of the Companies Act, 2013. Among other directions, the order provides that:
- VIPL will be dissolved without winding up.
- Its properties, rights, liabilities, duties and powers will transfer to Adani Power.
- Existing liabilities and legal or regulatory proceedings will continue against the transferee company as applicable.
- Tax-related rights of the Income Tax Department remain protected.
- VIPL is required to file the certified order and scheme with the Registrar of Companies through Form INC-28 within the prescribed period.
The order also states that employees in service immediately before the merger takes effect will become employees of the transferee company without a break in service and on terms no less favourable than those applicable immediately before the effective date.
What happens next?
The NCLT approval does not by itself mean the merger is already effective.
Adani Power has specifically stated that the scheme will become effective after completion of the required steps under the approved scheme, following which the company will make another disclosure to the stock exchanges.
For investors tracking Adani Power, the next important corporate update will therefore be the company’s announcement confirming the effective date and completion of the remaining merger formalities.
Adani Power Merger: Key Points
- Company: Adani Power Ltd
- Merged entity: Vidarbha Industries Power Ltd
- NCLT Mumbai approval: September 24, 2026
- Adani Power disclosure: September 25, 2026
- Appointed date: April 1, 2025
- VIPL capacity: 600 MW thermal power plant
- Location: Buttibori, Nagpur, Maharashtra
- New Adani Power shares issued: No
- Merger status: NCLT sanctioned; effectiveness subject to completion of required steps
- Next key update: Adani Power’s confirmation that the scheme has become effective
Investor takeaway
The latest NCLT order removes the Mumbai-side approval requirement for the amalgamation of VIPL into Adani Power. It also completes the NCLT approval process for the 10-company amalgamation scheme, with the Ahmedabad Bench having already sanctioned the merger involving the other nine transferor companies.
However, investors should distinguish between NCLT sanction and the effective date of the merger. Adani Power has said that further steps remain before the scheme becomes effective, and the company will notify the exchanges once those steps are completed.
Source: Adani Power exchange filing dated September 25, 2026, and NCLT Mumbai order dated September 24, 2026.
Disclaimer: This article is for informational purposes only and does not constitute investment advice, a recommendation to buy or sell securities, or a prediction of future stock performance.
