Punj Lloyd Acquisition Plan Approved; Existing Shares to be Cancelled
Punj Lloyd Limited's acquisition plan by Adani Infra (India) Limited is approved by NCLT. Existing shares will be cancelled for NIL consideration. New shares will be issued to Adani Infra and Dincum Growth Fund. Defence Unit and EPC business will be transferred.
The cancellation of existing shares and a complete takeover by a new entity represents a fundamental change in the company's ownership and structure, significantly impacting all stakeholders.
The existing share capital of Punj Lloyd Limited will be cancelled for NIL consideration, which is a highly negative outcome for current shareholders.
Punj Lloyd Limited (the "Corporate Debtor") has announced key actions following the National Company Law Tribunal's (NCLT) approval of the acquisition plan submitted by Adani Infra (India) Limited ("AIIL"/"Successful Bidder"). This approval was granted by the NCLT, Principal Bench, New Delhi, via an order dated February 12, 2026.
The implementation of the acquisition plan, as intimated by the Successful Bidder to the Liquidator, involves several critical steps. The Defence Unit of the Corporate Debtor will be transferred to Adani Defence Systems and Technologies Limited ("ADSTL") through a Business Transfer Agreement. Additionally, Punj Lloyd Aviation Limited will sell its shares in Air Works India (Engineering) Private Limited to ADSTL via a Share Purchase Agreement.
The Corporate Debtor will enter into a Master Sale Agreement for the sale of its shares or stake in certain subsidiaries, joint ventures, and branches to Diversified India Growth Fund, managed by Dickey Asset Management Private Limited. Significantly, the existing share capital of Punj Lloyd Limited, including equity shares issued upon conversion of Balance Debt, will be cancelled for NIL consideration. The company, however, will continue to remain listed on the stock exchanges.
Equity shares of the Corporate Debtor will be issued and allotted to AIIL and its nominees, representing 95% of the total paid-up share capital. Further, equity shares will be issued and allotted to Dincum Growth Fund Mauritius, managed by Dincum Global Asset Managers, categorized under Public Shareholders. The company will apply to the stock exchanges for the necessary approvals for listing these newly issued equity shares.
Furthermore, the EPC business of the Corporate Debtor, including associated arbitration awards, will be transferred from Punj Lloyd Limited to AIIL through a separate scheme of arrangement for demerger, following all applicable provisions. More details on this demerger will be provided in due course. The implementation of the entire Acquisition Plan will comply with the NCLT Approval Order and any other relevant orders from the NCLT. Punj Lloyd Limited is communicating these developments based on the NCLT Approval Order and a letter received from the Successful Bidder dated February 13, 2026. Further communication regarding specific steps will follow.
What to do with a filing like this
Punj Lloyd Limited filed this with the NSE as a statutory disclosure, categorised under corporate insolvency resolution process. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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See the model portfoliosA plain-language summary of a public exchange filing by Punj Lloyd Limited. Read the original for the full detail.