The National Company Law Tribunal (NCLT), Mumbai Bench, has approved the demerger scheme of Vedanta Ltd, clearing the way for the metal and mining major to reorganise its businesses into separate sector-focused entities. The order was passed by a Bench comprising Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh.
Sanctioning the scheme under Sections 230 to 232 of the Companies Act, 2013, the Tribunal held that the material placed on record showed the proposed arrangement to be fair and reasonable, and not in violation of any law or public policy. It also recorded that all statutory and regulatory compliances had been duly met.
The approved scheme covers the demerger of four group companies, namely Vedanta Aluminium Metal Limited, Talwandi Sabo Power Limited, Malco Energy Limited, and Vedanta Iron and Steel Limited, along with their respective shareholders and creditors. The restructuring traces its origin to Vedanta’s 2023 announcement proposing to split its Indian operations into five separately listed entities.
Under the plan, Vedanta Aluminium, Vedanta Oil and Gas, Vedanta Power, and Vedanta Iron and Steel will emerge as distinct businesses, while a restructured Vedanta Ltd will continue to hold the zinc and silver operations through Hindustan Zinc Limited and also act as an incubator for new technologies and ventures.
At the first motion stage, by an order dated November 21, 2024, the Tribunal examined the structure and commercial rationale of the scheme. It noted that the boards of Vedanta Ltd and the resulting companies had approved the demerger between September 29 and October 13, 2023. The Tribunal also recorded that Vedanta, as a listed entity, had obtained observation letters from the National Stock Exchange on July 30, 2024, and the Bombay Stock Exchange on July 31, 2024, both of which raised no adverse remarks.
During the first motion proceedings, an objection was raised by a party claiming creditor interest in one of Vedanta’s power undertakings, arguing that the scheme could not proceed without its impleadment. The Tribunal rejected the objection, holding that at the first motion stage it was only required to issue procedural directions for convening meetings, and that such objections were premature.
The Tribunal subsequently directed meetings of shareholders and creditors of the demerged entities and ordered issuance of statutory notices to regulatory authorities, including SEBI, the Regional Director (Western Region), the Registrar of Companies, the Income Tax Department, and sectoral regulators.
An intervention application was later filed by SEPCO in relation to Talwandi Sabo Power Limited, arising from contractual disputes. The Tribunal took on record a settlement agreement dated September 11, 2025, between SEPCO and Talwandi Sabo Power Limited, and permitted the scheme to proceed thereafter.
At the final stage, the Registrar of Companies and the Regional Director informed the Tribunal that Vedanta’s replies and rejoinders had satisfactorily addressed their observations and that no objections survived. The Ministry of Petroleum and Natural Gas had earlier raised concerns regarding the post-demerger financial profile of the oil and gas business and sought additional disclosures on hydrocarbon assets and liabilities. Vedanta informed the Tribunal that all regulatory requirements had been complied with and that SEBI had cleared the revised demerger plan after addressing earlier disclosure-related issues.
After hearing all stakeholders, the Tribunal reserved orders on November 12, 2025, and subsequently pronounced its decision sanctioning the scheme. With this approval, Vedanta is now free to implement the demerger in accordance with the sanctioned scheme and applicable law.
