The National Company Law Tribunal (NCLT) on Wednesday (September 17, 2025) deferred the hearing on Vedanta’s ambitious demerger proposal to October 8, as the Ministry of Petroleum and Natural Gas objected to the scheme, citing a lack of necessary disclosures.

The Mumbai Bench of NCLT also directed Vedanta and the Ministry to file written submissions in five days.

The counsel representing the Ministry of Petroleum and Natural Gas told the tribunal that they are asking about the details of the RJ block, and sought clarifications on disclosures.

The counsel further said the Ministry also wants disclosures on the concealment of facts, which includes showing the exploration blocks as Vedanta’s assets and details of the loan taken on the basis of those assets.

“As a regulator and a creditor, it is my duty to bring all these facts before the tribunal to show that whether the scheme is clear or it is opaque. We are asking for disclosures on the RJ-ON-90/1 Oil and Gas Block, an operating oil and gas block in Rajasthan. We are asking for clear disclosures,” the counsel stated.

Responding to the Ministry’s assertions, Vedanta’s counsel said the NCLAT has cleared Vedanta’s plan to restructure its power and metal businesses on Tuesday (September 16, 2025), which includes Talwandi Sabo Power, after a settlement with EPC contractor Sepco cleared key procedural hurdles.

TSPL, part of Vedanta, had filed a scheme of arrangement before NCLT as part of a wider demerger. Further, Vedanta’s counsel stated that the company has already complied with all the compliances required.

Meanwhile, Sepco Electric Power Construction Corporation withdrew its intervention application after it reached a settlement on September 11, 2025.

In its intervention application, Sepco had alleged that TSPL and Vedanta failed to disclose a debt of about ₹1,251 crore arising from EPC disputes, which, it claimed, would have affected the company’s valuation.

After hearing both the counsels, the Mumbai Bench, headed by Justice Mohan Prasad Tiwari and Charanjeet Singh Gulati, directed Vedanta and the Ministry to file written submissions in five days and deferred the final hearing on the scheme to October 8, 2025.

Earlier on August 20, the tribunal had deferred the hearing on the Vedanta demerger to September 17, 2025 as market regulator Securities & Exchange Board of India (SEBI) was yet to complete the scrutiny of the proposal, while the Petroleum and Natural Gas Ministry had raised certain objections and sought time to present its observations on the scheme.

Vedanta had filed a scheme of arrangement before NCLT Mumbai bench covering four group companies — Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy, and Vedanta Iron and Steel — along with their shareholders and creditors. The Ministry of Petroleum and Natural Gas had objected to Vedanta’s proposed demerger.

The SEBI has raised no objections to the scheme, though it sought further details on the proposed base metals carve-out. That particular carve-out is no longer part of the current plan, after Vedanta revised its original blueprint.

Initially, the company had outlined a plan to split into six independent entities: Vedanta Aluminium, Vedanta Oil & Gas, Vedanta Power, Vedanta Steel and Ferrous Materials, Vedanta Base Metals, and Vedanta Limited. The revised scheme, however, retains the base metals business within the parent company.

The demerger was proposed to streamline operations, improve management focus, and unlock shareholder value. In March 2025, the deadline for completing the demerger was extended to September 30, 2025, owing to pending approvals from the NCLT and other government bodies.

Published – September 17, 2025 05:34 pm IST

Vedanta Limited will also act as an incubator for new businesses, including Vedanta’s technology verticals. File
| Photo Credit: AP

“Vedanta Limited has received approval from its shareholders and creditors for its proposal to demerge the company into five independent, sector-specific companies,” according to a stock exchange filing by the company.

The demerger was approved by 99.99% of shareholders, 99.59% of the secured creditors, and 99.95% of unsecured creditors of Vedanta Limited who voted in favour of the demerger, as per the stock exchange filing made by the company.

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According to Vedanta’s demerger scheme, every Vedanta shareholder will receive one additional share in each of the four newly demerged companies on the completion of the demerger process.

The five companies are Vedanta Aluminium, one of the world’s largest producers of aluminium; Vedanta Oil & Gas, India’s largest private-sector crude oil producer; Vedanta Power, one of India’s largest generators of power; Vedanta Iron and Steel — a company with a highly scalable ferrous portfolio; and Vedanta Limited – which will include the world’s second largest integrated zinc producer & third largest silver producer – in Hindustan Zinc.

Vedanta Limited will also act as an incubator for new businesses, including Vedanta’s technology verticals.

As per Vedanta’s demerger scheme, the demerger will create five independent companies of a global scale focussed on the mining, production and/or supply of aluminium, iron-ore, copper, oil & gas, and on generation and distribution of power.

It will enable greater focus of the Vedanta management on the relevant businesses thereby allowing further streamlining of operations and more efficient usage of assets and leveraging of opportunities.

Similarly, the demerger scheme has emphasised that over time, each of the independent companies can attract different sets of investors, strategic partners, lenders and other stakeholders enabling deeper collaboration and expansion in these specific companies without committing the existing organisation in its entirety.

The demerger will enable investors to separately hold investments in businesses with different investment characteristics and market potential thereby allowing them to select investments which best suit their investment strategies and risk profiles.

As per Vedanta’s demerger scheme, it will also enable focussed and sharper capital market access (debt and equity), thereby unlocking the value of the demerged entities. Vedanta Limited currently operates a diversified portfolio with interests in metals, mining, oil and gas, power generation, and other emerging sectors.

As listed companies have to seek various approvals under relevant sectoral and capital market regulations, the proposed demerger scheme will remain subject to receipt of other applicable statutory, government and regulatory approvals, including inter alia from the National Company Law Tribunal.