Firm Matters

Khaitan & Co advised on the implementation of the composite scheme of arrangement involving Vedanta Ltd (the Demerged Entity) and four resulting companies — Vedanta Aluminium Metal Ltd, Vedanta Power Ltd (formerly Talwandi Sabo Power Ltd), Vedanta Oil & Gas Ltd (formerly Malco Energy Ltd), and Vedanta Iron and Steel Ltd — filed under Sections 230–232 of the Companies Act, 2013. 

The demerger was structured as a vertical split: for every one share of Vedanta Ltd held on the record date of 1 May 2026, shareholders received one equity share in each of the four resulting companies. Consolidated debt of approximately INR 73,853 crore was apportioned across the resulting entities on the basis of their respective cash-generating capacities. The scheme was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench, by order dated December 16, 2025, read with order dated January 21, 2026. All four resulting entities listed on the exchanges on 15 June 2026, placed in the Trade-for-Trade segment for the first ten trading sessions to ensure orderly price discovery. 

The transaction represents one of the largest corporate restructuring exercises in Indian history, with a pre-demerger market capitalisation of approximately INR 2.82 lakh crore, an enterprise value of approximately INR 3.50 lakh crore, and a combined sum-of-the-parts target valuation of INR 936 per share.

Vedanta group's demerger has unlocked nearly INR 50,000 crore in market capitalisation on listing day.

Khaitan & Co's mandate encompassed the full spectrum of the restructuring, including the listing of equity shares, secured and unsecured non-convertible debentures of Vedanta Aluminium Metal Ltd, and the equity shares of each of Vedanta Power Ltd, Vedanta Oil & Gas Ltd, and Vedanta Iron and Steel Ltd on the NSE and BSE. The firm also advised on transition services, intra-group asset and/or share transfers, advisory services on transfer of regulated assets, advisory on the Vedanta ESOS Trust, etc.

The transaction demonstrates Khaitan & Co's ability to manage the full complexity of large-scale corporate demergers — spanning NCLT scheme proceedings, multi-exchange listings, debt apportionment across regulated and unregulated businesses, intra-group transfers, and the coordination of transition services across one of India's largest natural resources conglomerates.