Vedanta Resources Limited (VRL) has issued a revised disclosure concerning the creation of encumbrances over equity shares of Vedanta Limited (VEDL) held by its subsidiaries. This action is pursuant to a Facility Agreement dated January 30, 2026, involving a total commitment of up to US$ 350,000,000. The arrangement primarily involves a negative lien creation across the shareholding of several key subsidiaries, ensuring VRL maintains control of at least 50.1% of VEDL’s capital.
Revised Disclosure on VEDL Share Encumbrance
Vedanta Resources Limited (VRL), referred to as the “Borrower,” has released a revised disclosure dated February 16, 2026, regarding the creation of encumbrance over equity shares of Vedanta Limited (VEDL) held by its direct and indirect subsidiaries, including Twin Star Holdings Ltd. (TSHL), Welter Trading Limited, and others.
Facility Agreement Details
The encumbrance stems from the Facility Agreement executed on January 30, 2026. This agreement provides a total commitment facility aggregating up to US$ 350,000,000. The Lenders involved include First Abu Dhabi Bank PJSC and Mashreqbank PSC as original lenders for US$ 110,000,000, with the potential for other lenders to accede for the remaining US$ 240,000,000.
Nature of Encumbrances
The arrangement establishes several restrictive conditions collectively termed “Encumbrances.” These include:
- A negative lien created on VEDL shares held by the Obligors (including TSHL, VHMLII, and Welter) or any Material Subsidiary.
- A prohibition preventing the Obligors or any Group member from creating any further encumbrance over their directly or indirectly held VEDL shares.
- A requirement that the VRL Group must retain control over VEDL, defined as owning at least 50.1% of the issued equity share capital.
It is explicitly clarified that, as of the disclosure date, no pledge has been created by VRL or its subsidiaries over the VEDL equity shares in relation to these Facilities.
Shareholding Impacted
The creation of encumbrance affects entities holding shares totaling 2,204,724,753 shares, representing 56.38% of the total share capital, which translates to 99.99% of the promoter shareholding.
The principal entities whose shareholdings are encumbered and the respective holdings (which remain unchanged from the previously encumbered status) are:
- Twin Star Holdings Ltd.: 1,564,805,858 shares (40.02%)
- Vedanta Holdings Mauritius II Limited: 492,820,420 shares (12.60%)
- Vedanta Holdings Mauritius Limited: 107,342,705 shares (2.75%)
- Welter Trading Limited: 38,241,056 shares (0.98%)
- Vedanta Netherlands Investments B.V.: 1,514,714 shares (0.04%)
The encumbrance is in favour of Madison Pacific Trust Limited, acting for the benefit of the Lenders. The funds borrowed under the Facility are designated for the repayment of financial indebtedness of the VRL Group, associated costs, and general corporate purposes of the VRL Group.
Source: BSE
