GLAS Agency (Hong Kong) Limited has disclosed the creation of an encumbrance over 56.38% of Vedanta Oil and Gas Limited’s equity share capital held by the promoter group.

The disclosure, filed on September 18, 2026, relates to contractual restrictions under trust deeds for newly issued tap bonds by Vedanta Resources Finance II PLC. These restrictions limit the promoter group’s ability to dispose of or create further security interests over the shares without meeting specific conditions.

Bond Issuance Details

Vedanta Resources Finance II PLC issued three series of guaranteed senior bonds on September 16, 2026, which were consolidated with previously issued original bonds:

GLAS Agency acts as trustee and security agent for the holders of these tap bonds. The supplemental trust deeds executed on September 16, 2026, impose covenants that fall within the definition of 'encumbrance' under Chapter V of the SEBI Takeover Regulations.

Key Restrictions

The terms and conditions restrict the promoter group entities, including Twin Star Holdings Ltd, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited:

• They cannot create or permit any encumbrance over directly held assets unless certain conditions are fulfilled.
• Share acquisitions or disposals of listed Indian subsidiaries must follow specified procedures.
• Vedanta Resources Limited and its subsidiaries must retain control over Vedanta Oil & Gas or own at least 50.1% of its issued equity share capital.
• Asset disposals following an Event of Default are restricted as per the trust deeds.

What the Numbers Show

The disclosure clarifies that no actual pledge has been created over the equity shares of Vedanta Oil and Gas Limited by any promoter group entity or offshore company as of the filing date. The encumbrance arises solely from the contractual covenants restricting share transfers and asset pledges, rather than a direct lien on the shares themselves for these specific bonds.

The total number of shares subject to this encumbrance is 2,204,724,753, representing 56.38% of the total diluted voting capital of 3,910,388,057 equity shares.

The Supreme Court has remanded the Securities and Exchange Board of India (SEBI) allegations against Vedanta Oil & Gas to the Securities Appellate Tribunal (SAT) for fresh adjudication. The apex court cited discrepancies in trading data and inconsistencies in the investigation record.

The judgment, dated September 9, 2026, pertains to Civil Appeal Nos. 25-26 of 2024 involving SEBI and Vedanta Limited regarding the Cairn India buyback matter. The court directed the SAT to re-examine evidence and record fresh findings in accordance with law.

Legal Proceedings Update

The Supreme Court neither upheld nor rejected the SEBI allegations. Instead, it ordered that the matter be considered afresh by the SAT. Consequently, proceedings will continue before the tribunal as per the court's directions.

Vedanta Oil & Gas Limited, formerly known as Malco Energy Limited, stated it will take all appropriate steps and pursue legal remedies and defence in accordance with applicable law. The company noted that there is presently no final determination of liability.

What the Numbers Show

The disclosure under Regulation 30 of the SEBI Listing Regulations highlights a procedural reset rather than a substantive resolution. The court's identification of specific discrepancies in the data relied upon by regulators suggests the initial evidentiary basis may require significant re-evaluation by the appellate body.