Vedanta Resources Limited (VRL) issued a revised disclosure concerning the creation of encumbrance over Vedanta Limited (VEDL) equity shares held by its subsidiaries following a facility agreement dated January 30, 2026. The total commitment under the facility aggregates up to US$ 350,000,000. The encumbrance, primarily a negative lien, was created in favour of Madison Pacific Trust Limited acting for the benefit of Lenders, including original lenders who committed US$ 110,000,000.
Revised Disclosure on Share Encumbrance
Vedanta Resources Limited (VRL), acting as the Borrower, has revised its earlier disclosure dated February 02, 2026, regarding the creation of an encumbrance over the equity shares of its subsidiary, Vedanta Limited (VEDL). This action stems from a Facility Agreement executed on January 30, 2026, involving a total commitment of up to US$ 350,000,000.
The encumbrance impacts equity shares held by various direct and indirect subsidiaries, including Twin Star Holdings Ltd. (TSHL), Welter Trading Limited, Vedanta Holdings Mauritius Limited (VHML), Vedanta Holdings Mauritius II Limited (VHMLII), and Vedanta Netherlands Investments BV (VNIBV). The filing date for this revised disclosure is February 16, 2026.
Details of the Facility and Encumbrance
The core of the arrangement is the creation of various conditions classified as ‘Encumbrances’ under Chapter V of the Takeover Regulations. Specifically:
- A negative lien has been created on VEDL shares held or to be held by the Obligors (including TSHL, VHMLII, and Welter) or any Material Subsidiary.
- The Obligors are restricted from creating any further encumbrance over their directly or indirectly held VEDL shares.
- VRL Group is mandated to maintain control by owning at least 50.1% of VEDL’s issued equity share capital.
The entity in whose favour the shares are encumbered is Madison Pacific Trust Limited, acting for the benefit of the Lenders. The report clarifies that no pledge has been created over the equity shares of VEDL in relation to these Facilities as of the disclosure date.
Lender Information Clarification
A key clarification notes that the original lenders, First Abu Dhabi Bank PJSC and Mashreqbank PSC, provided a commitment of US$ 110,000,000. The remaining balance commitment, aggregating up to US$ 240,000,000, may be drawn down by other incoming lenders joining the Facility Agreement over time.
Shareholding Affected
The encumbrance covers a total of 2,204,724,753 shares, representing 56.38% of Vedanta Limited’s total share capital. This represents 99.99% of the total promoter shareholding in the listed company. The report lists the specific shareholding figures for the primary holding entities involved in the encumbrance, with TSHL holding the majority share: 1,564,805,858 shares (40.02%).
Utilization of Funds
The borrowed funds are intended to be used for specific corporate purposes of the VRL Group, primarily directed towards:
- Repayment of, and interest payment on, the Financial Indebtedness of the VRL Group.
- Payment of interest, fees, costs, and expenses related to the Finance Documents.
- General corporate purposes of the VRL Group.
Source: BSE
