In a major legal and strategic breakthrough for Vedanta Ltd., the National Company Law Appellate Tribunal (NCLAT) has officially set aside the impugned order issued by the National Company Law Tribunal (NCLT) that had previously rejected the proposed scheme of arrangement involving Talwandi Sabo Power Ltd. (TSPL). This decision, delivered on September 15, 2025, clears a critical hurdle in Vedanta’s ambitious corporate restructuring plan and paves the way for the demerger of TSPL from its parent entity.
The ruling follows an amicable settlement between TSPL and its key creditor, Sepco Electric Power Construction Corp., which had earlier objected to the scheme citing unpaid dues of ₹1,251 crore. With the dispute resolved and objections withdrawn, the appellate tribunal has now directed the NCLT to proceed with the first motion applications and convene meetings of shareholders and creditors within a week of receiving the order2.
Background: The TSPL Scheme and Its Strategic Importance
TSPL, a wholly owned subsidiary of Vedanta Ltd., operates thermal power assets and was a central piece in Vedanta’s broader restructuring blueprint. The original scheme proposed by Vedanta involved spinning off five of its business verticals into separate listed entities, including:
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Vedanta Aluminium Metal Ltd.
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Vedanta Oil & Gas Ltd.
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Vedanta Power Ltd.
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Vedanta Steel and Ferrous Materials Ltd.
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Vedanta Base Metals Ltd.
However, the plan was later revised to retain the base metals business within Vedanta Ltd., reducing the number of demerging entities to four.
The demerger of TSPL was seen as a strategic move to unlock shareholder value, streamline operations, and reduce Vedanta’s consolidated debt, which stood at ₹54,437 crore in FY25 and is projected to decline to ₹42,445 crore by FY28, according to JP Morgan estimates.
Legal Journey: From Rejection to Resolution
The NCLT had initially rejected the scheme in March 2025, citing inadequate disclosure of TSPL’s debt obligations and the unresolved status of Sepco’s claims. In May 2025, the NCLAT granted a conditional stay on the NCLT’s order, requiring TSPL to furnish bank guarantees worth ₹1,245 crore.
TSPL complied with the directive and subsequently filed an appeal, arguing that Sepco’s creditor status had been disclosed and that the objections were no longer valid. On September 11, TSPL and Sepco reached a full and final settlement, including the withdrawal of all arbitration proceedings and counterclaims4.
The NCLAT bench, led by Justices Yogesh Khanna and Ajai Das Mehrotra, acknowledged the settlement and ruled:
“During the course of the pendency of the appeal, the matter has been amicably settled between the parties. In view of the settlement, the impugned order is set aside.”
This ruling not only validates TSPL’s position but also restores momentum to Vedanta’s restructuring efforts.
Implications for Vedanta and Shareholders
The NCLAT’s decision is a significant relief for Vedanta, which has been under pressure to optimize its capital structure and improve operational focus. The demerger of TSPL is expected to:
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Enhance transparency and accountability across business units
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Improve investor confidence by creating focused entities
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Facilitate better access to capital markets for each vertical
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Strengthen TSPL’s operational independence and financial health
Vedanta CEO Deshnee Naidoo expressed optimism about the restructuring process, stating that the company is already operating as if it were demerged and is preparing for a seamless transition.
Conclusion
With the NCLAT’s ruling, Vedanta Ltd. has cleared a major obstacle in its corporate restructuring roadmap. The demerger of TSPL, once finalized, will mark a pivotal step toward creating a leaner, more agile conglomerate. As the NCLT resumes proceedings to convene stakeholder meetings, Vedanta’s transformation from a diversified giant into a constellation of specialized entities inches closer to reality.
Sources: MSN, Business Upturn, ScanX News
