Vedanta Resources Creates Encumbrance on 56.38% Equity Shares Under US$ 350 Million Facility Agreement
Vedanta Resources Limited disclosed creation of encumbrance over 2,204,724,753 equity shares (56.38%) of Vedanta Limited held by five subsidiaries under a US$ 350,000,000 facility agreement dated January 30, 2026. The encumbrance includes negative lien provisions and requires maintaining at least 50.1% ownership control, with First Abu Dhabi Bank PJSC and Mashreqbank PSC as original lenders.

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Vedanta Resources Limited has filed a revised disclosure with stock exchanges regarding the creation of encumbrance over equity shares of Vedanta Limited held by its subsidiaries. The disclosure, dated February 16, 2026, revises an earlier filing from February 02, 2026, and pertains to a significant financing arrangement that affects the company's shareholding structure.
Facility Agreement Details
The encumbrance stems from a facility agreement executed on January 30, 2026, providing total commitment aggregating up to US$ 350,000,000. The agreement involves Vedanta Resources Limited as the borrower, with Madison Pacific Trust Limited acting as agent for the benefit of lenders.
| Parameter: | Details |
|---|---|
| Facility Amount: | US$ 350,000,000 |
| Agreement Date: | January 30, 2026 |
| Original Lenders: | First Abu Dhabi Bank PJSC, Mashreqbank PSC |
| Initial Commitment: | US$ 110,000,000 |
| Remaining Commitment: | US$ 240,000,000 |
| Agent: | Madison Pacific Trust Limited |
Encumbered Shareholding Structure
The encumbrance covers shares held by five key subsidiaries of Vedanta Resources Limited, representing a substantial portion of Vedanta Limited's equity capital.
| Subsidiary: | Number of Shares | Percentage |
|---|---|---|
| Twin Star Holdings Ltd.: | 1,564,805,858 | 40.02% |
| Vedanta Holdings Mauritius II Limited: | 492,820,420 | 12.60% |
| Vedanta Holdings Mauritius Limited: | 107,342,705 | 2.75% |
| Welter Trading Limited: | 38,241,056 | 0.98% |
| Vedanta Netherlands Investments B.V.: | 1,514,714 | 0.04% |
| Total Encumbered Shares: | 2,204,724,753 | 56.38% |
Nature of Encumbrance
The facility agreement establishes several key restrictions and obligations that constitute the encumbrance:
- Negative Lien: Created on shares of Vedanta Limited held or to be held by obligors including the subsidiary companies
- Non-disposal Undertaking: Prohibits creation of any encumbrance over shares directly or indirectly held by obligors
- Control Maintenance: Requires VRL Group to retain control over Vedanta Limited and maintain at least 50.1% ownership of issued equity share capital
The company clarified that no physical pledge has been created over the equity shares in relation to the facilities as of the disclosure date.
Facility Utilization
According to the disclosure, borrowed amounts under the facility will be applied toward:
- Repayment of and payment of interest on existing financial indebtedness of the VRL Group
- Payment of interest, fees, costs and expenses related to the financing transactions
- General corporate purposes of the VRL Group
Regulatory Compliance
The disclosure has been made under Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, considering the definition of "encumbrance" under Chapter V of the Takeover Regulations. The filing indicates that 99.99% of promoter shareholding is now encumbered, representing more than 20% of total share capital of the listed company.
The revised disclosure adds clarity regarding the lender structure, noting that while First Abu Dhabi Bank PJSC and Mashreqbank PSC are the original lenders, other incoming lenders may accede to the facility agreement for the balance commitment from time to time.
Historical Stock Returns for Vedanta
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.71% | -1.70% | -2.12% | +55.32% | +60.95% | +251.22% |

































