Vedanta disclosed the creation of an encumbrance over promoter group shares on September 18, 2026, following a $400 million bond issuance. The regulatory filing relates to debt instruments issued by Vedanta Resources Finance II PLC and specifically covers equity shares held by subsidiaries in Vedanta Aluminium Metal Limited and four other listed Indian subsidiaries.

The London-based parent company, Vedanta Resources Limited (VRL), reported the encumbrance under Regulation 31 of the SEBI Takeover Regulations. This disclosure supplements previous filings made in July 2026 regarding original bonds issued earlier in the year.

Bond Issuance Details

Vedanta Resources Finance II PLC issued three series of guaranteed senior bonds on September 16, 2026. These tap issues were consolidated with original bonds issued in June 2026. The new issuance includes:

• $125 million 7.000% Guaranteed Senior Bonds due 2032
• $50 million 7.375% Guaranteed Senior Bonds due 2034
• $225 million 7.750% Guaranteed Senior Bonds due 2037

GLAS Agency (Hong Kong) Limited acts as the security trustee for these bonds. The trust deeds impose specific conditions on the promoter group entities regarding asset encumbrances and share disposals.

Shareholding Impact

The encumbrance affects shares held by five promoter entities in Vedanta Aluminium Metal Limited. Twin Star Holdings Ltd holds the largest stake among them at 40.02%. The total promoter holding in Vedanta Aluminium Metal Limited stands at 56.38%.

VRL clarified that no pledge was created over the equity shares for these tap bonds. Instead, the encumbrance arises from covenants restricting asset disposal and requiring VRL to retain control or own at least 50.1% of Vedanta Aluminium Metal Limited's equity.

What the Numbers Show

The disclosure reveals that 99.99% of the promoter group's total shareholding in Vedanta Aluminium Metal Limited is already encumbered. This high level of encumbrance stems from existing facility agreements and the new bond covenants, indicating significant structural constraints on the promoter group's ability to freely dispose of assets without meeting specific conditions.

Use of Proceeds

The proceeds from the tap bonds are intended to repay outstanding bonds, including accrued interest, and to pay transaction costs. This refinancing activity aligns with the company's broader debt management strategy across its international holdings.

Vedanta Limited has approved the issuance of unsecured, rated, listed, and redeemable non-convertible debentures (NCDs) aggregating up to ₹3,500 crore through a private placement.

The Committee of Directors (COD) sanctioned the deal during its meeting held on September 18, 2026. The issuance marks a significant step in the company's debt capital raising strategy, targeting institutional and eligible investors rather than the general public.

Issuance details

The committee authorized the issuance of up to 3,50,000 NCDs, each with a face value of ₹1,00,000. The instruments are structured as unsecured and will be listed on the BSE Limited. Specific terms regarding tenure, coupon rates, interest payment schedules, and security charges are detailed in the Disclosure Document, which has not been fully disclosed in the regulatory filing.

Regulatory compliance

The approval was made pursuant to Regulations 30 and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that there are no delays in payment of interest or principal amounts for more than three months from due dates as of the meeting date.

The meeting commenced at 11:35 am and concluded at 11:55 am. Prerna Halwasiya, Company Secretary and Compliance Officer, signed the disclosure letter.