Athira Sethu
Kochi, 17 Dec 2025
The scheme of arrangement was approved by the NCLT through Sections 230-232 of the Companies Act, thereby facilitating the demerger of four Vedanta firms, namely “Vedanta Aluminium Metal”, “Talwandi Sabo Power”, “Malco Energy”, and “Vedanta Iron & Steel”.
This restructuring plan was rolled out by Vedanta in the year 2023 and entails the breakup of its activities in the Indian market into five listed companies. These are the following: Vedanta Aluminium, the Oil and Gas Business of the company under the name ‘Vedanta Oil and Gas’, ‘Vedanta Power’, ‘Vedanta Iron and Steel’, and the restructured ‘Vedanta Ltd’. The rest of the company would deal with zinc and silver along with new technology investments under ‘Hindustan Zinc’.
Earlier, with respect to the first motion stage on November 21, 2024, the tribunal assessed the plan of demerger from a design and business standpoint. The boards of Vedanta Ltd and the new entities approved the demerger between September 29 and October 13, 2023. There were no issues from the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) with respect to the plan.
One dispute concerned creditor claims filed by creditors against one of the power plants belonging to Vedanta. This dispute was rejected. The tribune indicated that, at this point, it was only required to make procedural orders, and such dispute was not necessary. This was followed by orders to hold a meeting for the shareholders and creditors of the demerged companies, with one order to Vedanta to notify the regulatory authorities, including SEBI.
After the approval of the first motion, an application regarding disputes with Talwandi Sabo Power Limited was made by SEPCO. A settlement agreement from September 11, 2025, was accepted by the tribunal, and the process of restructuring continued. In the final hearing, the Registrar of Companies and the regional director confirmed that the concerns had been satisfied by the replies filed by Vedanta, and no objections existed. The Ministry of Petroleum and Natural Gas had demanded the information about the financial condition of the oil and gas operations following the demerger. The tribunal had reserved its order on November 12. This is because SEBI had approved the scheme with some modifications after its concerns had been addressed.
