Vedanta Limited promoter group entities have created an encumbrance over 54.72% of the company’s equity shares. The pledge secures a recent $400 million bond issuance by Vedanta Resources Finance II PLC, disclosed on September 18, 2026.

The disclosure was filed by GLAS Agency (Hong Kong) Limited acting as trustee and security agent for bondholders. It falls under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Bond Structure and Security

The encumbrance relates to three series of guaranteed senior bonds issued on September 16, 2026:

• $125 million at 7.000% due 2032
• $50 million at 7.375% due 2034
• $225 million at 7.750% due 2037

These "Tap Bonds" consolidate with earlier issuances from June 2026. The total outstanding series now include $625 million due 2032, $750 million due 2034, and $775 million due 2037.

Promoter group entities including Twin Star Holdings Ltd, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited executed supplemental trust deeds. No new pledge was created over the shares; rather, existing contractual restrictions were formalized as an encumbrance.

Regulatory Implications

GLAS Agency clarified that no direct pledge exists over the equity shares of Vedanta Limited or its listed Indian subsidiaries (Vedanta Power, Vedanta Oil and Gas, Vedanta Iron And Steel, and Vedanta Aluminium Metal).

However, the trust deed terms restrict promoter group entities from creating further encumbrances without conditions. VRL must retain control or own at least 50.1% of Vedanta Limited’s issued equity capital.

What the Numbers Show

The encumbrance covers 2,139,651,763 shares out of a total equity capital of 3,910,388,057 shares. This represents exactly 54.72% of the voting capital. The figure remains unchanged from previous disclosures in July 2026, indicating these are recurring regulatory filings for the same underlying security interest rather than a fresh pledge event.

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.