Vedanta Limited

Trading Symbol: VEDL

Disclosure of Promoter Group Facility Agreement and Restrictions

Vedanta Limited has received and disclosed information regarding a Facility Agreement dated July 20, 2026, executed by its promoter group entities. The company itself is not a party to this agreement.

Main Body

Nature and Terms of Agreement:

  • The Facility Agreement involves a total maximum commitment of US$ 2,250,000,000
  • As of the disclosure date, original lenders' commitment stands at US$ 1,545,000,000 with an increase commitment of up to US$ 705,000,000 available
  • Purpose includes: (i) repayment of and payment of interest on Financial Indebtedness of the VRL Group; (ii) payment of fees, costs and expenses; and (iii) general corporate purposes of the VRL Group
  • Proceeds may not be used to finance thermal coal infrastructure, used in violation of applicable law, or remitted to India
  • Date of execution: July 20, 2026

Parties Involved:

Borrower: Twin Star Holdings Ltd. (promoter group entity, holds 38.35% in VEDL)

Guarantor: Vedanta Resources Limited (promoter group entity, no direct shareholding)

Other Parties: Welter Trading Limited (promoter group entity, holds 12.60% in VEDL) and multiple international banks as arrangers/lenders including Citibank, N.A., Standard Chartered Bank, Barclays Bank PLC, and others

Restrictions on Vedanta Limited:

The Facility Agreement imposes certain restrictions on VEDL through its promoter group entities:

(A) Restrictions effective from first Utilisation Date:

  • Creation of security over assets of VEDL or shares in VEDL (subject to carve-outs)
  • Sale, transfer and disposal of assets not in ordinary course (subject to carve-outs)
  • Investment in/acquisition of assets/businesses not associated with mining, metals, coal, oil and gas, infrastructure, power or energy industries
  • Mergers of VEDL (subject to carve-outs)
  • Restrictions on distributions (subject to provisions)
  • Sale/disposal of shares of Material Subsidiaries

(B) Restrictions effective from date of Facility Agreement (July 20, 2026):

  • Entering into material contracts or arrangements other than in ordinary course of business and on arm's length terms

Regulatory Approvals:

  • The transaction does not qualify as a related party transaction under LODR
  • Required disclosures under Takeover Regulations have been made
  • No shareholder approvals required as VEDL is not a party to the agreement

Strategic Importance:

The facility is for debt repayment and general corporate purposes of the VRL Group, providing financial flexibility to the promoter group entities.

Additional Disclosures:

  • Vedanta Limited has no shareholding in any entities party to the Facility Agreement
  • No liabilities have been imposed on VEDL
  • Quantification of restrictions is not ascertainable as they are in nature of covenants
  • No issuance of shares involved