Vedanta Challenges Adani's ₹15,000 Cr JAL Takeover Bid

Introduction

Billionaire Anil Agarwal-led Vedanta Ltd has formally challenged the approval of Adani Enterprises Ltd’s resolution plan for the bankrupt Jaiprakash Associates Ltd (JAL). In a petition filed with the Allahabad bench of the National Company Law Tribunal (NCLT), Vedanta has urged the tribunal to review the November 2025 decision made by the Committee of Creditors (CoC). Vedanta described the approval as a “commercial conspiracy” and has requested that the plan be sent back to the lenders for a fresh evaluation.

The Core of the Dispute

Vedanta's challenge stems from its belief that its revised offer was not given fair consideration. According to the company, it submitted an updated proposal just two days before the lenders commenced voting in November 2025. This addendum significantly increased the upfront cash component of its bid, raising it from approximately ₹3,770 crore to ₹6,563 crore. Additionally, Vedanta doubled its proposed equity infusion from ₹400 crore to ₹800 crore. While these changes improved the immediate cash recovery for lenders, the total bid value on a net present value (NPV) basis remained unchanged at ₹12,505 crore.

Adani's Winning Proposal

The resolution plan from Gautam Adani-promoted Adani Enterprises, valued at over ₹15,000 crore, secured overwhelming support from JAL's financial creditors. The plan was approved with approximately 93% of the votes during the electronic voting process that concluded on November 18, 2025. This easily surpassed the minimum requirement of 66% approval under the Insolvency and Bankruptcy Code (IBC). The primary backer of the plan was the National Asset Reconstruction Co. Ltd (NARCL), which, after acquiring debt from several banks, holds a commanding 85.43% voting share. Its support was instrumental in the plan's approval. However, not all creditors were in agreement. Asset Care and Reconstruction Enterprise (ACRE), representing Yes Bank’s debt, voted against the proposal.

Why Lenders Favored Adani

Adani's plan was reportedly favored by the CoC primarily due to its payment structure. The proposal included an upfront cash payment of about ₹6,000 crore, with the remaining amount to be cleared within a two-year timeframe. In contrast, Vedanta’s payment schedule was spread over a longer period of five years. Lenders often prioritize higher and faster upfront cash recovery to minimize risk and improve their own balance sheets, which appears to have been the deciding factor in this case, even though Vedanta's revised upfront cash offer was slightly higher.

A Look at the Financials

Background of JAL's Insolvency

Jaiprakash Associates, once a diversified infrastructure major, was admitted into the Corporate Insolvency Resolution Process (CIRP) in June 2024 after defaulting on loans exceeding ₹55,000 crore. The total admitted claims against the company have reached a staggering ₹5.44 trillion. Adani's approved plan proposes a realizable value of ₹15,343 crore, which translates to a recovery of only about 2.8% for the creditors. Following the initiation of insolvency, lenders led by the State Bank of India transferred a significant portion of the debt, around ₹12,700 crore, to NARCL, making it the largest and most influential creditor.

Strategic Assets at Stake

The acquisition of JAL is a strategic move for the Adani Group. If the NCLT provides final approval, Adani will gain control over a valuable portfolio of assets. This includes nearly 3,985 acres of land in the high-value regions of Noida and Greater Noida, 6.5 million tonnes of cement production capacity in Uttar Pradesh and Madhya Pradesh, and a 24% equity stake in Jaiprakash Power Ventures Ltd. The deal also encompasses a hospitality business with five hotels and other construction and fertilizer units, significantly expanding Adani's footprint in the infrastructure sector.

Next Steps and Market Implications

The resolution professional has submitted Adani's approved plan to the NCLT for final adjudication. The tribunal is expected to resume hearings in January 2026. It will now examine Vedanta's objections and assess whether the CoC's decision-making process was fair and compliant with the IBC. The tribunal's final ruling will determine the fate of Jaiprakash Associates. The decision will be closely watched by the market, as it could set a precedent for how competing bids with different payment structures are evaluated in future high-profile insolvency cases.

Conclusion

The dispute over Jaiprakash Associates' resolution has moved to the legal arena, pitting Vedanta against the collective commercial wisdom of the CoC. While lenders prioritized the certainty of Adani's quicker payment schedule, Vedanta argues its revised offer was financially superior in terms of immediate cash. The NCLT's upcoming decision will be critical, not only for the stakeholders of JAL but also for the broader insolvency resolution framework in India.