Vedanta Resources Limited (VRL) has disclosed the creation of encumbrances over equity shares of its listed Indian subsidiaries. This action is in relation to the issuance of US$125 million (7.000% 2032), US$50 million (7.375% 2034), and US$225 million (7.750% 2037) Guaranteed Senior Bonds by its subsidiary, Vedanta Resources Finance II PLC. The total value of these new bonds, referred to as ‘Tap Bonds’, amounts to US$400 million, contributing to an overall encumbrance of approximately ₹2.13 trillion (US$25.66 billion equivalent based on approximate exchange rates) over shares held by promoter entities.
Vedanta Resources Discloses Share Encumbrances for Bond Issuance
Vedanta Resources Limited (VRL) has formally announced the creation of encumbrances over the equity shares of its key listed Indian subsidiaries. This disclosure, made on 18 September 2026, aligns with the Securities and Exchange Board of India’s Takeover Regulations concerning substantial acquisitions and encumbrances. The encumbrances are a direct consequence of a significant bond issuance undertaken by a VRL subsidiary.
New Bond Issuance and ‘Tap Bonds’
Vedanta Resources Finance II PLC, a subsidiary of VRL, has issued three series of Guaranteed Senior Bonds on 16 September 2026:
- US$125,000,000 7.000% Guaranteed Senior Bonds due 2032 (‘2032 Tap Bonds’).
- US$50,000,000 7.375% Guaranteed Senior Bonds due 2034 (‘2034 Tap Bonds’).
- US$225,000,000 7.750% Guaranteed Senior Bonds due 2037 (‘2037 Tap Bonds’).
These ‘Tap Bonds’ are consolidated and form a single series with previously issued ‘Original Bonds’ by the Issuer. The total value of the ‘Tap Bonds’ issued on 16 September 2026 is US$400 million.
Impact on Promoter Shareholding
The encumbrances have been created over the equity shares of Vedanta Limited (VEDL) and its subsidiaries, including Vedanta Power Limited (VPL), Vedanta Oil and Gas Limited (VOGL), Vedanta Iron and Steel Limited (VISL), and Vedanta Aluminium Metal Limited (VAML). These shares are held by VRL’s subsidiaries, namely Twin Star Holdings Ltd., Welter Trading Limited, Vedanta Holdings Mauritius II Limited, Vedanta Holdings Mauritius Limited, and Vedanta Netherlands Investments B.V.
The total promoter shareholding in Vedanta Limited stands at approximately 54.72% of the total share capital, amounting to 2,139,758,459 shares. As a result of these ‘Tap Bonds’, approximately 2,139,615,463 shares, representing 54.72% of the total share capital, are now encumbered. The nature of the conditions within the terms and conditions of the Tap Bonds indicates potential ‘encumbrance’ as defined under Chapter V of the Takeover Regulations.
Security Trustee and Use of Proceeds
GLAS Agency (Hong Kong) Limited is acting as the Security Trustee for the holders of the Tap Bonds. The proceeds from these bonds are intended to be used to repay outstanding bonds, including any accrued interest, and to cover associated transaction costs.
It is clarified that no pledge has been created by any of the Promoter Group Entities over the equity shares of the Listed Indian Subsidiaries in relation to these specific ‘Tap Bonds’ as of the disclosure date. However, the nature of the conditions implies potential encumbrances.
Previously, VRL had made disclosures regarding the creation of encumbrances on 15 July 2026, in relation to the ‘Original Bonds’ issued on 25 June 2026.
Source: BSE
