NCLT Mumbai okays demerger of Vedanta into five distinct entities

The Mumbai bench of the National Company Law Tribunal (NCLT) on Tuesday gave its approval to Vedanta Limited’s demerger proposal, clearing the way for the group to reorganise its operations into five distinct, sector-specific entities. The decision was delivered by Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh. A detailed order is yet to be uploaded on NCLT website.

 

Allowing the scheme of arrangement under Sections 230 to 232 of the Companies Act, the tribunal sanctioned the separation of four group companies — Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy, and Vedanta Iron and Steel — together with their shareholders and creditors.

 

 

Vedanta had unveiled the restructuring in 2023, outlining plans to divide its Indian businesses into five independently listed companies: Vedanta Aluminium, Vedanta Oil and Gas, Vedanta Power, Vedanta Iron and Steel, and a restructured Vedanta Ltd. The residual Vedanta entity will continue to hold the zinc and silver businesses through Hindustan Zinc, and function as a platform for incubating new technologies and ventures.

 

At the first motion stage, the tribunal had, by an order dated November 21, 2024, reviewed the design and commercial rationale of the proposal, noting that the boards of Vedanta Ltd and the resulting companies had approved the demerger between September 29 and October 13, 2023. The bench also took note of observation letters issued by the National Stock Exchange (NSE) on July 30, 2024 and by BSE on July 31, 2024, both of which recorded no adverse comments on the scheme.

 

An objection raised during the initial hearing by a party asserting creditor claims against one of Vedanta’s power units was turned down. The tribunal held that, at the first motion stage, its role was confined to issuing procedural directions and that such objections were premature. Subsequently, the tribunal directed meetings of shareholders and creditors of the demerged entities, and ordered Vedanta to notify statutory and sectoral regulators such as the Securities and Exchange Board of India (Sebi), regional director (western region), the Registrar of Companies, the income tax department, and other relevant authorities.

 

After clearance at the first motion stage, SEPCO moved an intervention application relating to disputes with Talwandi Sabo Power Limited. The tribunal later recorded that it had taken on file a settlement agreement dated September 11, 2025 between the parties and allowed the restructuring process to move forward.

 

At the final hearing, the Registrar of Companies and the regional director informed the tribunal that Vedanta’s responses had addressed their concerns and that no objections remained. The Ministry of Petroleum and Natural Gas had earlier sought disclosures on the financial position of the oil and gas business post-demerger, including details of hydrocarbon assets and liabilities.

 

Vedanta submitted that all regulatory requirements had been met, and informed the tribunal that Sebi had approved the revised scheme after its earlier disclosure-related concerns were resolved. The tribunal had reserved its decision on November 12 and pronounced the order on Tuesday.