Vedanta subsidiaries encumber shares for $500m bond issuance

Vedanta Resources Limited (VRL) announced the creation of an encumbrance over the equity shares of Vedanta Limited (VEDL) held by its subsidiaries: Twin Star Holdings Ltd., Welter Trading Limited, and Vedanta Holdings Mauritius II Limited. This action is in connection with Vedanta Resources Finance II PLC's issuance of US$ 500,000,000 9.125% Guaranteed Senior Bonds due 2032 on October 15, 2025. A trust deed has been executed with Citicorp International Limited as trustee.

The promoter group entities will execute a supplemental trust deed to the principal trust deed on or prior to October 31, 2025. This arrangement, while not a pledge, constitutes an encumbrance under takeover regulations due to conditions regarding asset disposal and share acquisition/disposal. Proceeds from the bonds are slated to repay a private credit facility and service other debts for general corporate purposes.

The encumbered shares represent 53.60% of Vedanta Limited's total share capital, amounting to 2,095,867,334 shares, and 99.99% of the total promoter shareholding. This disclosure aligns with Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and SEBI's Master circular dated February 16, 2023. Existing encumbrances on the shareholding of five promoter and promoter group entities of VEDL are already in place, as per previous facility agreements.