The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the Scheme of Arrangement involving INOX Green Energy Services Limited (Demerged Company) and Inox Renewable Solutions Limited (Resulting Company). The Scheme facilitates the demerger of the Power Evacuation Business from IGESL, with an Appointed Date of October 1, 2024. All stakeholder meetings approved the arrangement unanimously, and statutory authorities, including the RD and Income Tax Department, raised observations that were adequately addressed by the Petitioner Companies.
NCLT Sanctions Demerger Scheme
INOX Green Energy Services Limited (IGESL), the Demerged Company, has received approval from the Hon’ble NCLT, Ahmedabad Bench, for its Scheme of Arrangement with Inox Renewable Solutions Limited (IRSL), the Resulting Company. The approval was pronounced on March 13, 2026. The Scheme details the demerger of the Power Evacuation Business from IGESL and its vesting into IRSL.
Key Scheme Details and Appointed Date
The effective date for the Scheme will be the date of filing the certified order copy with the Registrar of Companies. However, the Scheme specifies the Appointed Date as October 1, 2024. Upon effectiveness, all assets, liabilities, and obligations related to the Power Evacuation Business will transfer to IRSL.
Stakeholder Approval Confirmed
Meetings for all relevant classes of stakeholders were held on November 1 and 2, 2025, via video conferencing. The Scheme received unanimous approval from unsecured creditors, secured creditors, warrant holders, and equity shareholders of both companies. For IGESL (Petitioner No. 1), 100% of secured creditors voted in favor, and for IRSL (Petitioner No. 2), 75.451% of secured creditors approved the resolution.
Rationale for Business Reorganization
The primary rationale for the demerger is the Segregation of different business verticals. IGESL currently handles both Operations & Maintenance (O&M) services and the Power Evacuation Business. The arrangement aims to establish IGESL as a pure-play O&M player while consolidating the Power Evacuation Business, including related EPC activities, into IRSL to unlock value and allow both entities independent strategic focus.
Valuation and Entitlement Ratio
The share and warrant entitlement ratio was determined by a valuation exercise conducted by registered valuer M/s Finvox Analytics. This ratio was independently examined by M/s Marwadi Chandarana Intermediaries Brokers Private Limited, which issued a fairness opinion. The valuation report, dated November 13, 2024, recommended specific ratios for equity shares and convertible warrants between the two entities.
Statutory Compliance and Observations
The Tribunal reviewed reports from the Regional Director and the Income Tax Department. The Income Tax Department report noted an outstanding demand of Rs. 96,80,78,940/- for Assessment Year 2023-24 against IRSL, which the company confirmed is currently under challenge. The Petitioner Companies submitted detailed affidavits providing clarifications on accounting treatment (aligning with Ind AS), compliance with foreign exchange regulations, and other statutory filings, securing no final objection from regulatory bodies.
Tribunal’s Final Order
Finding the Scheme to be fair, reasonable, and not contrary to public policy, the Tribunal ordered its sanction, subject to specific conditions. These conditions include compliance with statutory provisions, payment of stamp duty, and filing of the certified order copy with the Registrar of Companies within thirty days. The Petitioner Companies are directed to ensure proper accounting treatment and disclosure in their next Annual Audit Reports.
Source: BSE
