KMP / Board / Auditor Changes

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Dividend Declaration or Non-Declaration

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Board Meeting Outcomes

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Financial Results (Standalone & Consolidated)

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Auditor’s Report

The document references an 'Emphasis of Matter' in the audit report of Vidarbha Industries Power Limited (VIPL) for FY 2024-25. The auditor's report stated: 'As stated in Note 2 (a), the Company was under the CIRP during the year, and the financial statements have been prepared based on information provided by the Resolution Professional and the erstwhile management. Certain admitted but unenforceable liabilities, in respect of which the Hon'ble NCLT approved the resolution plan submitted are disclosed as contingent liabilities in Note 32. We have relied on the representations and information provided by the Resolution Professional and the new management. Our opinion is not modified in respect of this matter.'

Disinvestment / Strategic Actions

Scheme of Amalgamation:

  • The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned the Scheme of Amalgamation of Vidarbha Industries Power Limited (VIPL), the tenth transferor company, with Adani Power Limited (APL), the transferee company, vide its order dated September 24, 2026.
  • This follows the earlier sanction of the scheme by the NCLT Ahmedabad Bench on August 4, 2026, for the amalgamation of the other nine wholly owned subsidiaries (Adani Power Dahej Limited, Kutchh Power Generation Limited, Resurgent Fuel Management Limited, Mahan Fuel Management Limited, Orissa Thermal Energy Limited, Korba Power Limited, Anuppur Thermal Energy (MP) Private Limited, Mirzapur Thermal Energy (UP) Private Limited, and Emberiza Infra Park Limited).
  • The Appointed Date of the Scheme is April 1, 2025.
  • The Scheme will become effective upon completion of the steps laid out in the approved Scheme.

Rationale of the Scheme:

The stated rationale is to achieve size, scalability, integration, greater financial strength, and flexibility to build a more resilient and robust organization. The management believes the Scheme will result in:

  • Enhanced scale of operations, improved controls, operational flexibility, optimisation of overheads, organizational efficiency, and optimal utilization of various resources.
  • Improved creditworthiness with optimised capital structure and cash flows, pooling of financial resources, and increased asset base with improved visibility of combined revenue and profitability.
  • Improvement in credit profile leading to reduction in borrowing costs.
  • Enhanced leveraging capability of the combined entity.
  • Simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances.

Consideration:

Upon the Scheme coming into effect:

  • All equity shares issued by the transferor companies and held by Adani Power Limited and/or its nominees shall stand cancelled and extinguished.
  • No new equity shares in Adani Power Limited shall be issued or allotted in lieu thereof.

Share Capital (as on March 31, 2026):

Vidarbha Industries Power Limited (Tenth Transferor Company):

  • Authorised Share Capital: ₹1000,00,00,000 (100,00,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹10,00,000 (1,00,000 equity shares of ₹10 each fully paid-up)

Adani Power Limited (Transferee Company):

  • Authorised Share Capital: ₹28,000,00,00,000 (comprising 12,400,00,00,000 equity shares of ₹2 each; 50,00,00,000 Cumulative Compulsory Convertible Participatory preference shares of ₹10 each; 75,00,00,000 Compulsory Convertible Preference Shares of ₹10 each; 10,00,00,000 Redeemable Preference Shares of ₹100 each; and 9,50,00,000 Preference Shares of ₹100 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹4272,80,10,110 (comprising 1928,46,94,705 equity shares of ₹2 each fully paid-up amounting to ₹3856,93,89,410 and 4,15,86,207 Preference Shares of ₹100 each fully paid-up amounting to ₹415,86,20,700)

Other Operational / Legal / Strategic Disclosures

NCLT Order Directions and Undertakings:

The order from the NCLT Mumbai Bench includes several key directions and notes undertakings given by the companies:

  • The Tenth Transferor Company (VIPL) shall be dissolved without winding up.
  • All properties, rights, liabilities, duties, and powers of VIPL shall be transferred to and vest in Adani Power Limited.
  • The Income Tax Department is at liberty to examine any tax payable by VIPL and take necessary action as permissible under law; such decisions shall be binding on Adani Power Limited.
  • All duties, direct and indirect taxes (including GST, VAT, Sales Tax, customs duty, excise duty) and any other tax obligations or litigations for VIPL shall be transferred to Adani Power Limited.
  • All employees of VIPL in service on the date immediately preceding the Effective Date shall become employees of Adani Power Limited without any break in service and on terms not less favorable.
  • Adani Power Limited undertakes to preserve the books of accounts, papers, and records of the transferor companies and not dispose of them without prior permission of the Central Government.
  • The companies shall file the certified copy of the order with the Registrar of Companies in e-form INC-28 within 30 days and with the Superintendent of Stamps for adjudication of stamp duty within 60 days.
  • The approval of the scheme does not grant exemption from payment of stamp duty, taxes, or other charges, or from any permission or compliance required under any law.

Regulatory Observations and Company Responses:

The Regional Director (Western Region) filed representations, to which the company provided responses and undertakings:

  • Emphasis of Matter & Negative Net Worth: The company clarified that the audit remark pertained to FY 2024-25 when VIPL was under CIRP. It stated that the proposed amalgamation with APL (which has a positive net worth) would not adversely impact the Scheme, and the interests of creditors and employees remain protected.
  • Share Capital Fees: The company stated there is no clause in the Scheme for the merger of authorized share capital, so no fees are payable under Section 232(3)(i) of the Companies Act, 2013.
  • Accounting Standards: The Transferee Company undertook to pass requisite accounting entries in accordance with law upon the Scheme becoming effective.
  • Scheme Consistency: The company affirmed that the Scheme filed with the Application and Petition are identical with no discrepancies.
  • Statutory Notices: The company confirmed that notices under Section 230(5) of the Act were served upon all concerned authorities.
  • Appointed Date: The company confirmed the Appointed Date of April 1, 2025, is in accordance with the MCA circular dated August 21, 2019.
  • Sectoral Regulator Compliance: The company undertook to comply with directions of any concerned sectoral regulator.
  • Tax Compliance: The company undertook to comply with Income Tax and GST laws.
  • SEBI LODR Compliance: The company stated that Regulation 37 of SEBI LODR does not apply to the amalgamation of a wholly owned subsidiary, but it had filed the Scheme with the stock exchanges (BSE and NSE) for disclosure purposes on December 6, 2025. It undertook to comply with SEBI and stock exchange directives.
  • NCLT Ahmedabad Approval: The company noted that the other transferor companies and APL had filed the necessary petition before NCLT Ahmedabad, which was heard on July 7, 2026, and reserved for orders.
  • Power Ministry Approval: The company stated there is no legal requirement to obtain permission from the Ministry of Power or Central Electricity Authority for a scheme of amalgamation under Sections 230-232.
  • Income Tax Matters (Historical): The company stated that APL acquired VIPL on a clean-slate basis via a resolution plan under IBC. It noted that VIPL's securities premium reserve of ₹1,471.76 crore was reduced to Nil during FY 2025-26 as per the approved resolution plan.
  • Significant Beneficial Owner (SBO): The company confirmed that VIPL filed Form BEN-2 with the ROC, Mumbai on February 18, 2026.

Income Tax Department Letter:

A letter from the Office of the Assistant Commissioner of Income Tax dated June 3, 2026, stated that all pending proceedings against VIPL shall continue against the Transferee Company (APL). It reserved the Department's right to examine the scheme for tax avoidance and to initiate appropriate action as per law in the future. The company, in its reply, stated it has no quarrel with the Department's right to take action as per law.

Official Liquidator Report:

The Official Liquidator reported that the affairs of VIPL have not been conducted in a manner prejudicial to the public interest or the interest of creditors.