Vedanta Ltd shares surged over 2% after the National Company Law Tribunal (NCLT), Mumbai, approved the company’s long-awaited demerger, clearing the path for the metals and mining major to split its diverse businesses into separate, sector-focused entities.
The approval marks a crucial milestone in Vedanta’s multi-year restructuring strategy aimed at unlocking shareholder value and sharpening operational focus.
The NCLT order was pronounced on Tuesday by a bench comprising Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh, with a detailed copy of the order expected to be uploaded later tonight. Market participants responded positively to the development, as the demerger has been closely watched since it was first announced in 2023.
The tribunal sanctioned Vedanta’s scheme of arrangement filed under Sections 230 to 232 of the Companies Act, 2013. The approved scheme covers the demerger of four group companies—Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy and Vedanta Iron and Steel—along with their respective shareholders and creditors.
Under the restructuring plan, Vedanta’s Indian operations will be split into five separately listed companies: Vedanta Aluminium, Vedanta Oil and Gas, Vedanta Power, Vedanta Iron and Steel, and a restructured Vedanta Ltd. Post-demerger, Vedanta Ltd will continue to house the zinc and silver businesses through Hindustan Zinc and will also operate as an incubator for new technologies and future ventures.
During the first motion stage, the NCLT had examined the structure and commercial rationale of the proposed demerger through an order dated November 21, 2024. The tribunal recorded that the boards of Vedanta Ltd and the resulting entities had approved the scheme between September 29, 2023, and October 13, 2023. It also noted that Vedanta had received observation letters from the National Stock Exchange on July 30, 2024, and the BSE on July 31, 2024, with both exchanges stating that they had no adverse remarks on the proposal.
An objection raised at the first motion stage by a party claiming creditor interest in one of Vedanta’s power undertakings was rejected by the tribunal. The NCLT observed that, at that stage, it was only required to issue procedural directions and that such objections were premature and not maintainable.
Following this, the tribunal directed Vedanta to convene meetings of shareholders and creditors of the demerged entities and to serve notices on regulatory authorities, including SEBI, the Regional Director (Western Region), the Registrar of Companies, the Income Tax Department and other sector-specific regulators.
After the first motion approval, an intervention application was filed by SEPCO against Talwandi Sabo Power Limited, a Vedanta subsidiary, related to contractual disputes. The NCLT later took on record a settlement agreement dated September 11, 2025, between SEPCO and Talwandi Sabo Power, allowing the demerger process to proceed without further hurdles.
At the final hearing stage, the Registrar of Companies and the Regional Director informed the tribunal that Vedanta’s responses had satisfactorily addressed all concerns and that no objections remained. Earlier, the Ministry of Petroleum and Natural Gas had sought additional disclosures related to the post-demerger financial profile of the oil and gas business. Vedanta confirmed that all regulatory requirements had been met and that SEBI had cleared the revised demerger plan after addressing disclosure-related issues.
Senior Advocate Ravi Kadam appeared on behalf of Vedanta, while the Union of India and sectoral regulators were represented by Additional Solicitor General Brijender Chahar, along with counsel for SEBI, the Ministry of Petroleum and Natural Gas and the Directorate General of Hydrocarbons.