The National Company Law Tribunal, Mumbai Bench has approved Vedanta Limited’s Scheme of Arrangement involving multiple group entities, including Talwandi Sabo Power Limited and Malco Energy Limited. The approval enables the demerger of the merchant power undertaking, marking a key milestone in Vedanta’s ongoing corporate restructuring strategy.
The National Company Law Tribunal Mumbai Bench has granted its sanction to the Scheme of Arrangement proposed by Vedanta Limited, clearing a significant step in the group’s broader business reorganization. The order was delivered on January 9, 2026, following detailed regulatory review and stakeholder approvals.
The approved scheme covers Vedanta Limited as the demerged company and its subsidiaries, including Talwandi Sabo Power Limited, Malco Energy Limited, Vedanta Aluminium Metal Limited, and Vedanta Iron and Steel Limited. The restructuring primarily facilitates the demerger and transfer of the merchant power undertaking from Vedanta Limited to Talwandi Sabo Power Limited.
Key Highlights
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Regulatory Approval Achieved
The NCLT Mumbai approved the company petition filed by Talwandi Sabo Power Limited under Sections 230 to 232 of the Companies Act, 2013, confirming that the scheme is fair, lawful, and not against public interest.
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Stakeholder Support
The scheme received overwhelming consent from creditors, with 100 percent approval from secured creditors and 99.99 percent approval from unsecured creditors. Meetings of equity shareholders of Talwandi Sabo Power Limited were dispensed with as per tribunal directions.
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Scope Of The Restructuring
The approved scheme excludes the demerger of the base metals undertaking, which was formally withdrawn earlier. All other parts of the original scheme, including the merchant power demerger, remain unchanged with a 1:1 share entitlement ratio.
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Operational And Financial Impact
Upon the scheme becoming effective, all assets, liabilities, employees, and ongoing proceedings related to the merchant power undertaking will transfer to Talwandi Sabo Power Limited on a going-concern basis, with employee benefits fully protected.
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Compliance And Next Steps
The tribunal directed the filing of the certified order with the Registrar of Companies within the prescribed timeline and clarified that statutory dues, taxes, and regulatory compliances remain applicable.
Sources: National Company Law Tribunal, Mumbai Bench Order
Company Filings And Regulatory Disclosures Of Vedanta Limited
