Promoter group entities of Vedanta Aluminium Metal Limited have secured a bridge facility agreement for US$ 1,000,000,000, leading to the creation of encumbrances over 53.60% of the company's equity shares. The disclosure, submitted to BSE Limited and National Stock Exchange of India Limited on July 17, 2026, details the terms of the facility and the resulting restrictions on the aluminium producer. The funds are earmarked for the repayment of financial indebtedness of the Vedanta Resources Group, payment of fees, and general corporate purposes, with specific prohibitions on use for thermal coal infrastructure or remittance to India.

The facility agreement was entered into on July 15, 2026, between Twin Star Holdings Ltd. as the borrower and Vedanta Resources Limited, Vedanta Holdings Mauritius II Limited, and Welter Trading Limited as guarantors. Citigroup Global Markets Asia Limited and Standard Chartered Bank acted as arrangers, while Citibank, N.A., Hong Kong and Standard Chartered Bank were the original lenders. Glas Agency (Hong Kong) Limited acted as the agent and security agent. The agreement includes standard representations, warranties, and covenants to protect lenders, with customary events of default such as non-payment and insolvency.

Encumbrance and Shareholding Details

Encumbrances have been created over shares representing 53.60% of the total share capital of Vedanta Aluminium Metal Limited. The disclosures were made under Regulation 30 and 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company clarified that no pledge has been created over the shares as on the date of the filing.

Operational Restrictions

The facility agreement imposes certain restrictions on Vedanta Aluminium Metal Limited, categorized based on their effectiveness. While there is no direct impact on management or control, specific covenants limit corporate actions. "Identified clauses" become effective from the first utilisation date, including restrictions on creating security over assets, limitations on mergers or asset disposals outside the ordinary course of business, and constraints on investments in assets not associated with mining, metals, or power industries.

Other restrictions effective immediately include prohibitions on entering into material contracts with related parties other than on arm's length terms. The agreement also mandates that if Vedanta Aluminium Metal Limited becomes a Material Subsidiary of Vedanta Resources Limited, the group must continue to control it or own at least 50.1% of the issued equity share capital. The company confirmed that no liabilities have been imposed on it directly as a result of this agreement.

GLAS Agency (Hong Kong) Limited has disclosed the creation of an encumbrance over 56.38% of the equity shares of Vedanta Aluminium Metal Limited held by promoter group entities. The filing, submitted to BSE Limited and National Stock Exchange of India Limited on 15 July 2026, details the encumbrance in relation to $1.75 billion of bonds issued by Vedanta Resources Finance II Plc. The disclosure is made under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The encumbrance affects 2,20,47,24,753 shares, representing 56.38% of the total share capital of Vedanta Aluminium Metal Limited. These shares are held by Twin Star Holdings Limited, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited, which are subsidiaries of Vedanta Resources Limited. GLAS clarified that while the contractual restrictions fall within the meaning of "encumbrance" under the Takeover Regulations, no pledge has been created over the equity shares as of the date of the disclosure.

The bonds backing this arrangement include US$ 500,000,000 7.000% Guaranteed Senior Bonds due 2032, US$ 700,000,000 7.375% Guaranteed Senior Bonds due 2034, and US$ 550,000,000 7.750% Guaranteed Senior Bonds due 2037. Principal Trust Deeds were executed on 13 July 2026 between GLAS, the Issuer, and Vedanta Resources Limited. Supplemental Trust Deeds involving the promoter group entities are to be executed in accordance with the timelines specified in the Principal Trust Deeds.

Terms and conditions of the bonds impose specific restrictions on the Promoter Group Entities. These include prohibitions on creating encumbrances over directly held assets unless certain conditions are met, and requirements for the Vedanta Resources Group to retain control over Vedanta Aluminium Metal Limited. Specifically, the group must directly or indirectly own at least 50.1% of the issued equity share capital of the company. In the event of a default, the disposal of assets by the promoter group is restricted to specified circumstances.

The table below summarizes the shareholding details disclosed in the filing:

The obligations related to the encumbrance will come into effect upon the execution of the relevant Supplemental Trust Deed. GLAS Agency (Hong Kong) Limited stated it holds no equity shares or voting rights in its personal capacity and made the disclosure solely in its role as security trustee for the bondholders.