Vedanta Resources Limited (VRL) has announced the creation of an encumbrance on its equity shares in Vedanta Limited (VEDL) following the issuance of US$ 500,000,000 guaranteed senior bonds due in 2032. The encumbrance, which falls under Chapter V of the Takeover Regulations, is linked to the terms and conditions of the bond issuance and involves subsidiaries Twin Star Holdings, Welter Trading, and Vedanta Holdings Mauritius II. No pledge of shares has been created.
Details of Encumbrance
Vedanta Resources Limited (“VRL”) has disclosed an encumbrance on the equity shares of Vedanta Limited (“VEDL”) held by its subsidiaries, including Twin Star Holdings Ltd. (“Twin Star”), Welter Trading Limited (“Welter”), and Vedanta Holdings Mauritius II Limited (“VHM II”). This disclosure is made under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Bond Issuance and Terms
The encumbrance arises from the issuance of US$ 500,000,000 9.125% Guaranteed Senior Bonds due 2032 by Vedanta Resources Finance II PLC (“Issuer”), a subsidiary of VRL, on October 15, 2025. A trust deed has been executed with Citicorp International Limited (“Citicorp”) as the trustee. The terms of the bonds restrict the ability of Promoter Group Entities to create encumbrances or security interests over assets, and impose conditions on the acquisition or disposal of VEDL shares.
Nature of Restrictions
According to the bond terms and conditions, Promoter Group Entities are restricted from creating encumbrances over directly held assets unless specific conditions are met. Twin Star, Welter, and VHM II are subject to limitations on the acquisition or disposal of VEDL shares. While no pledge has been created on the equity shares of VEDL as of the disclosure date, certain conditions under the bond terms could potentially fall within the definition of ‘encumbrance’ under the Takeover Regulations.
Promoter Group Entities
The Issuer, VRL, Twin Star, Welter and VHM II are collectively referred to as the “Promoter Group Entities” and are members of the promoter group of VEDL. The restrictions pertaining to Twin Star, Welter, and VHM II will take effect from the date of execution of the Supplemental Trust Deed.
Existing Encumbrances
This disclosure relates to the encumbrance arising from the bond issuance and should be read in conjunction with earlier disclosures. For other existing encumbrances, please refer to the company’s earlier disclosures dated June 2, 2022; December 15, 2023 (as revised on February 06, 2024); February 07, 2024; June 10, 2024; September 19, 2024; October 28, 2024, December 4, 2024, January 28, 2025, April 18, 2025 and June 24, 2025.
Source: BSE
