Vedanta has received regulatory approval for a major corporate restructuring initiative, with the National Company Law Tribunal (NCLT) Mumbai sanctioning the demerger of its merchant power undertaking to subsidiary Talwandi Sabo Power Limited (TSPL).

NCLT Order and Regulatory Approval

The NCLT Mumbai issued its order on January 09, 2026, granting sanction to the scheme of arrangement under Sections 230-232 of the Companies Act, 2013. The order was uploaded on the NCLT website on January 09, 2026, around 04:30 PM IST. The scheme involves the transfer of Vedanta's merchant power undertaking to TSPL, along with related assets, liabilities, and employees.

The tribunal's approval came after comprehensive regulatory review, with both BSE Limited and National Stock Exchange of India Limited issuing observation letters dated June 03, 2025, stating "no adverse observations" regarding the modified scheme.

Creditor and Stakeholder Approval

The scheme received strong support from stakeholders during meetings held on November 21, 2025. The approval rates demonstrated overwhelming confidence in the restructuring plan:

Notably, the meeting of equity shareholders was dispensed with by the NCLT as directed in the application order dated October 17, 2025.

Corporate Structure and Rationale

The demerger forms part of Vedanta's comprehensive business reorganization strategy aimed at creating independent, focused entities across different sectors. The company operates diverse businesses including metals, mining, natural resource exploration, and power generation, each with distinct risk profiles and growth potential.

Key benefits outlined in the scheme include:

• Creation of independent companies focusing exclusively on specific sectors
• Enhanced management focus enabling exploration of new opportunities
• Attraction of different investor sets and strategic partners for each business
• Improved capital market access for debt and equity financing
• Value unlocking for shareholders through focused business entities

Financial Impact and Share Capital Structure

As of June 30, 2025, Vedanta's share capital structure comprised:

TSPL's share capital structure as of the same date showed:

The scheme maintains a share entitlement ratio of 1:1, as determined by BDO Valuation Agency LLP's reports dated September 29, 2023.

Asset Transfer and Employee Protection

Under the approved scheme, all assets and liabilities pertaining to the merchant power undertaking will transfer to TSPL on a going concern basis. The arrangement includes comprehensive employee protection measures, ensuring all personnel engaged in the power undertaking become TSPL employees on terms no less favorable than their current conditions, with service continuity and retirement benefit preservation.

The independent auditor's certificate dated November 27, 2025, confirmed that assets being transferred exceed liabilities, providing additional security for creditors. Post-demerger projections indicate TSPL's net worth will increase from ₹3,606.00 crores to ₹8,207.00 crores.

Implementation Timeline and Compliance

The NCLT order requires TSPL to file the certified order with the Registrar of Companies within 30 days of receipt, using e-Form INC-28. The company must also submit the order to all applicable statutory authorities and lodge it with the Superintendent of Stamps for stamp duty adjudication within 60 working days.

The scheme includes provisions for compliance with accounting standards AS-14 or IND-AS 103, ensuring proper accounting treatment of the demerger transaction. All regulatory authorities retain their powers to take appropriate action under applicable laws, with the NCLT approval not deterring such regulatory oversight.

Source: NCLT Order dated January 09, 2026

Vedanta has secured a major regulatory milestone with the National Company Law Tribunal (NCLT) Mumbai Bench sanctioning its comprehensive Scheme of Arrangement on January 9, 2026. The approval enables the restructuring of the company's diversified business operations across multiple sectors including aluminium, power, iron and steel, and base metals.

NCLT Approval Details

The scheme was filed under Sections 230–232 of the Companies Act, 2013, and involves several key subsidiaries of Vedanta. The approved arrangement covers the restructuring to enable focused management, enhance operational efficiency, and provide distinct investment opportunities for shareholders and creditors.

Subsidiaries Involved in Restructuring

The comprehensive scheme encompasses multiple Vedanta subsidiaries, each representing different business verticals:

• Talwandi Sabo Power Limited (TSPL)
• Vedanta Aluminium Metal Limited
• Malco Energy Limited
• Vedanta Base Metals Limited
• Vedanta Iron and Steel Limited

Transfer of Merchant Power Undertaking

Under the sanctioned scheme, TSPL, a wholly owned subsidiary of Vedanta, will assume control of the Merchant Power Undertaking from the demerged company. The transfer encompasses all related assets, liabilities, and employee obligations on a going-concern basis.

Creditor Approval and Compliance

The scheme received overwhelming support from creditors during meetings held in November 2025. The approval demonstrates strong stakeholder confidence in the restructuring plan.

Before receiving final sanction, Vedanta addressed observations from the Regional Director and other regulatory authorities, ensuring full compliance with regulatory requirements. The company confirmed that the scheme complies with relevant accounting standards and tax provisions under the Income Tax Act, 1961.

Strategic Impact

The NCLT order formalizes the restructuring initiative, with the appointed date for effective transfer of assets and liabilities set as per the approved scheme. This corporate restructuring is designed to create separate entities for each business vertical, allowing for more focused management approaches and enhanced operational efficiency across Vedanta's diversified portfolio.