Kroll Trustee Services Discloses Encumbrance Over Vedanta Shares Under Amended US$ 600,000,000 Facility Agreement
Kroll Trustee Services (HK) Limited has disclosed encumbrance over 2,204,724,753 equity shares of Vedanta Limited, representing 56.38% of total share and voting capital, pursuant to an Amended Facility Agreement dated 13 May 2026. The amendment increases the total commitment under the facility from US$ 350,000,000 to US$ 600,000,000, with Vedanta Resources Limited as the borrower. The encumbrance structure includes a negative lien on Vedanta Limited shares and a requirement for the VRL Group to retain at least 50.1% ownership of Vedanta Limited's issued equity share capital. The disclosure was filed on 15 May 2026 under Regulation 29(1) read with Regulation 29(4) of the SEBI Takeover Regulations.

*this image is generated using AI for illustrative purposes only.
Vedanta Limited's equity shares continue to remain subject to encumbrance following a regulatory disclosure filed on 15 May 2026 by Kroll Trustee Services (HK) Limited (formerly, Madison Pacific Trust Limited), acting in its capacity as agent under an amended facility agreement for the benefit of the lenders. The disclosure has been made under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations").
Amended Facility Agreement: Key Details
The disclosure references an earlier filing dated 02 February 2026, which pertained to a facility agreement dated 30 January 2026 for a total commitment of US$ 350,000,000. That facility agreement has since been amended and supplemented through an amended and restatement deed dated 13 May 2026 ("Amended Facility Agreement"), increasing the total commitment to US$ 600,000,000. The key parameters of the Amended Facility Agreement are summarised below:
| Parameter: | Details |
|---|---|
| Original Facility Agreement Date: | 30 January 2026 |
| Original Total Commitment: | US$ 350,000,000 |
| Amended Facility Agreement Date: | 13 May 2026 |
| Revised Total Commitment: | US$ 600,000,000 |
| Borrower: | Vedanta Resources Limited (VRL) |
| Guarantors: | Twin Star Holdings Ltd. (TSHL), Vedanta Holdings Mauritius II Limited (VHMLII), Welter Trading Limited (Welter) |
| Agent: | Kroll Trustee Services (HK) Limited (formerly, Madison Pacific Trust Limited) |
Lender Composition
The Amended Facility Agreement involves both existing and newly joining lenders. The present lenders and joining lenders are as follows:
Present Lenders:
- DB International (Asia) Limited
- First Abu Dhabi Bank PJSC
- JPMorgan Chase Bank, N.A., London Branch
- Mashreqbank PSC
- National Development Bank PLC
- Standard Chartered Bank (Mauritius) Limited
- Standard Chartered Bank (Singapore) Limited
Joining Lenders:
- Bank of Maharashtra IFSC Banking Unit
- Sumitomo Mitsui Banking Corporation Singapore Branch
Nature of Encumbrances
Pursuant to the Amended Facility Agreement, the following encumbrances have been created or continued on the equity shares of Vedanta Limited:
- A negative lien has been created on the shares of Vedanta Limited held or to be held by the Obligors, including TSHL, VHMLII, and Welter, or any Material Subsidiary.
- The Obligors and any other member of the VRL Group are not permitted to create any further encumbrance over shares directly or indirectly held or to be acquired in Vedanta Limited.
- VRL and its direct or indirect subsidiaries (the "VRL Group") are required to retain control over Vedanta Limited or, directly or indirectly, own at least 50.1% of the issued equity share capital of Vedanta Limited.
The encumbrances contemplated under the Amended Facility Agreement continue the existing encumbrance structure created pursuant to the original Facility Agreement.
Shareholding and Encumbrance Details
The following table presents the encumbrance position before and after the acquisition, as disclosed under Part A of the Regulation 29(1) filing:
| Metric: | Number of Shares | % of Total Share/Voting Capital | % of Total Diluted Share/Voting Capital |
|---|---|---|---|
| Shares encumbered (before acquisition): | 2,204,724,753 | 56.38% | 56.38% |
| Shares encumbered (during acquisition): | 2,204,724,753 | 56.38% | 56.38% |
| Shares encumbered (after acquisition): | 2,204,724,753 | 56.38% | 56.38% |
| Shares carrying voting rights: | Nil | Nil | Nil |
| Equity Share Listed Capital of Vedanta Limited: | ₹ 3,910,388,057 (3,910,388,057 equity shares of ₹ 1 each) | — | — |
As noted in the disclosure, the Agent holds an existing encumbrance over the same shares of Vedanta Limited pursuant to earlier facility agreements dated 17 April 2025 and 24 June 2025, in addition to the current Amended Facility Agreement. Since the encumbrances are on the same shares, the before-acquisition and after-acquisition details remain unchanged.
Regulatory Basis for Disclosure
Given the nature of the conditions and arrangements under the Amended Facility Agreement, the encumbrances and other conditions are considered likely to fall within the definition of the term encumbrance as provided under Chapter V of the Takeover Regulations. Accordingly, this disclosure has been made under Regulation 29(1) read with Regulation 29(4) of the Takeover Regulations. The disclosure was signed by Michelle Shek, Director, Kroll Trustee Services (HK) Limited, from Singapore, on 15 May 2026.
Historical Stock Returns for Vedanta
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -2.32% | +8.40% | +17.55% | +68.39% | +99.82% | +224.75% |
How might the increase in Vedanta Resources Limited's facility from $350 million to $600 million impact its debt restructuring strategy and credit ratings going forward?
With 56.38% of Vedanta Limited's shares already encumbered, what headroom does the promoter group have to raise additional debt without breaching the 50.1% ownership covenant?
Could the addition of Bank of Maharashtra IFSC Banking Unit and Sumitomo Mitsui Banking Corporation as joining lenders signal growing institutional confidence in Vedanta's financial recovery, and what does this mean for future fundraising prospects?


































