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.

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:

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.

Vedanta Limited received an ESG rating of 55 for FY26 from NSE Sustainability Ratings and Analytics Limited, placing the company in the Moderate category. The rating was communicated via email on August 10, 2026, and disclosed to stock exchanges on August 11, 2026. This independent assessment reflects the market’s view of Vedanta’s sustainability performance based on public disclosures.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with relevant SEBI circulars. NSE Sustainability, a subsidiary of NSE Indices Limited and a SEBI-registered ESG Rating Provider (ERP), conducted the evaluation as part of its assessment of the listed 500 companies in India.

Rating Methodology and Independence

NSE Sustainability derived its analysis solely from publicly available information disclosed by Vedanta Limited. The company confirmed that it did not engage NSE Sustainability for the evaluation or issuance of the ESG ratings. Consequently, the report was developed independently, ensuring no direct influence from Vedanta’s management on the scoring process.

The methodology used for these ratings is detailed in the Rating Rationale Report, which is also accessible on the NSE website. Investors can review the specific criteria and weightages applied in the assessment through the provided link.

What This Means for Stakeholders

An ESG rating serves as a critical benchmark for institutional investors who increasingly integrate sustainability metrics into their portfolio decisions. A score of 55 in the Moderate category suggests that while Vedanta has established baseline ESG practices, there is room for improvement relative to top-tier performers. The independent nature of this rating adds credibility to the assessment, as it relies on verifiable public data rather than self-reported metrics alone.

Vedanta Limited’s Company Secretary and Compliance Officer, Prerna Halwasiya, signed the disclosure letter, confirming the receipt of the report and its submission to both BSE Limited and the National Stock Exchange of India Limited. The rating will remain relevant for FY26 evaluations until the next annual assessment cycle.