Vedanta Limited has secured the release of encumbrances over equity shares representing 54.72% of its total share capital, held by its promoter group entities. The release became effective on August 7, 2026, following the complete repayment and settlement of two separate offshore facilities: a US$500 million facility agreement executed on May 31, 2022, and the US$550 million 11.25 per cent Guaranteed Senior Bonds due 2031 (December 2024 Bonds Series 2) issued on December 3, 2024. This development removes significant restrictions on the promoter group’s ability to manage its stake in Vedanta Limited, enhancing liquidity and flexibility for the holding companies. The disclosure was made by Vedanta Resources Limited (VRL) under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The encumbrances were originally created under two distinct structures. The first was in favor of Axis Trustee Services Limited (ATSL), acting as the offshore security agent for the US$500 million facility involving State Bank of India (London Branch) as the arranger and agent. The second set of restrictions arose from the terms and conditions of the December 2024 Bonds Series 2, issued by Vedanta Resources Finance II plc, a subsidiary of VRL. Under both agreements, entities such as Twin Star Holdings Ltd, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited were prohibited from creating further security, selling, leasing, transferring, or otherwise disposing of any shares in Vedanta Limited unless certain conditions were fulfilled. With the full repayment and discharge of secured obligations under both facilities, all encumbrances created under these specific agreements have been fully discharged.
Encumbrance Release Details
The released encumbrances covered equity shares held by five key promoter entities: Twin Star Holdings Ltd, Welter Trading Limited, Vedanta Holdings Mauritius Limited, Vedanta Holdings Mauritius II Limited, and Vedanta Netherlands Investments B.V. It is noted that on June 23, 2026, Twin Star Holdings Ltd sold 65,072,990 equity shares, reducing its holding in Vedanta Limited from 40.02% to 38.35%. The total equity share listed capital of Vedanta Limited remains at ₹3,910,388,057, representing 3,910,388,057 equity shares of ₹1 each.
| Promoter Entity |
Shares Released |
% of Total Share Capital |
| Twin Star Holdings Ltd |
1,499,732,868 |
38.35% |
| Welter Trading Limited |
38,241,056 |
0.98% |
| Vedanta Holdings Mauritius Limited |
107,342,705 |
2.75% |
| Vedanta Holdings Mauritius II Limited |
492,820,420 |
12.60% |
| Vedanta Netherlands Investments B.V. |
1,514,714 |
0.04% |
| Total |
2,139,651,763 |
54.72% |
Facility Structure and Repayment
The first facility agreement was executed for an aggregate amount of US$500,000,000. The key parties involved in this structure were:
| Role |
Entity |
| Borrower/Guarantor |
Vedanta Resources Limited |
| Original Guarantors |
Vedanta Holdings Jersey Limited, Vedanta Holdings Mauritius Limited |
| Arranger/Agent |
State Bank of India (London Branch) |
| Security Agent |
Axis Trustee Services Limited |
The second facility comprised the US$550,000,000 11.25 per cent Guaranteed Senior Bonds due 2031, issued by Vedanta Resources Finance II plc. With the full repayment and settlement of both facilities, all encumbrances created under their respective terms and conditions have been fully discharged. There are no outstanding encumbrances over the equity shares of Vedanta Limited in favor of Axis Trustee Services Limited or Citicorp International Limited (trustee for the bonds) related to these specific facilities. However, a depository non-disposal undertaking over 107,342,705 shares held by Vedanta Holdings Mauritius Limited, marked in favor of ATSL, is currently in the process of being released.
Impact on Demerged Entities
Pursuant to a scheme of arrangement, four demerged entities of Vedanta Limited — Vedanta Aluminium Metal Limited, Vedanta Oil and Gas Limited, Vedanta Power Limited, and Vedanta Iron and Steel Limited — were listed and commenced trading on BSE Limited and the National Stock Exchange of India Limited on June 15, 2026. Consequent upon the complete repayment and discharge of secured obligations under both the facility agreement and the bond terms, all encumbrances, if any, subsisting over the equity shares of these demerged entities have also been fully released with effect from August 7, 2026.
What the Numbers Show
The release of encumbrances over more than half of Vedanta Limited’s share capital signifies a major de-leveraging event for the promoter group. By repaying a combined US$1.05 billion across two separate offshore instruments, Vedanta Resources Limited has removed significant constraints on its ability to raise further capital or restructure its holdings. The simultaneous release of encumbrances on the demerged entities ensures that the newly listed subsidiaries also begin their independent trading lives without legacy security interests from the parent’s offshore debt. This enhances the clarity of ownership for investors in both the parent and demerged entities. Note that encumbrances related to other separate facility agreements continue to subsist, as disclosed in previous filings.