Vedanta Resources Limited has disclosed the creation of encumbrance over equity shares of Vedanta Limited held by its direct and indirect subsidiaries, as per regulatory filing dated February 02, 2026. The disclosure was made under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Facility Agreement Details

The encumbrance relates to a facility agreement dated January 30, 2026, for total commitment aggregating up to US$ 350,000,000. The facility was executed among lenders, Vedanta Resources Limited as borrower, and certain subsidiaries as guarantors, with Madison Pacific Trust Limited acting as agent for the benefit of the lenders.

Encumbered Shareholding

The encumbrance covers shares held by five subsidiaries of Vedanta Resources Limited. The total encumbered shareholding represents a significant portion of Vedanta Limited's equity capital.

Nature of Encumbrance

The facility agreement creates several types of encumbrances and restrictions:

• A negative lien has been created on the shares of Vedanta Limited held or to be held by the obligors
• The obligors are not permitted to create any encumbrance over shares directly or indirectly held by them in Vedanta Limited
• Vedanta Resources Limited and its subsidiaries are required to retain control over Vedanta Limited or directly or indirectly own at least 50.1% of the issued equity share capital

The company clarified that no pledge has been created by Vedanta Resources Limited or its subsidiaries over the equity shares of Vedanta Limited in relation to the facilities as on the date of disclosure.

Fund Utilization

According to the disclosure, the borrowed amount under the facility will be utilized for:

• Repayment of and payment of interest and other amounts accrued on the financial indebtedness of the Vedanta Resources Limited Group
• Payment of any interest, fees, costs and expenses incurred in connection with the transactions contemplated under the finance documents
• General corporate purposes of the Vedanta Resources Limited Group

Regulatory Context

The disclosure was made considering the definition of "encumbrance" under Chapter V of the Takeover Regulations. The encumbrances and conditions under the facility agreement are likely to fall within this regulatory definition, necessitating the formal disclosure to stock exchanges and the target company.

Vedanta Limited has disclosed receiving an ESG (Environmental, Social, and Governance) rating of 60.8 from SES ESG Research Private Limited, a SEBI-registered ESG Rating Provider. The rating is based on the company's 2024-25 data and was communicated to the company on February 02, 2026.

Rating Communication and Disclosure

The company received notification of the ESG rating via email from SES ESG Research Private Limited on February 02, 2026 at around 11:00 AM IST. Following this communication, Vedanta Limited made the mandatory disclosure under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 on February 03, 2026.

Independent Rating Assessment

Vedanta Limited clarified in its disclosure that the company did not engage SES ESG Research for the evaluation process. The ESG rating of 60.8 was issued independently by the SEBI-registered rating provider based on their own assessment methodology and available company data.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the Listing Regulations, read with relevant SEBI circulars issued regarding ESG rating disclosures. SES ESG Research has also made the ratings available on their website through a press release, ensuring transparency and public accessibility of the rating information.

Company Information

The disclosure was signed by Prerna Halwasiya, Company Secretary and Compliance Officer of Vedanta Limited, ensuring proper corporate governance protocols were followed in the communication to stock exchanges BSE and NSE.