BSEInsider Trading / SAST12 Aug 2026 · 12 Aug 2026, 04:17 pm
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for Citicorp International Ltd
Vedanta Ltd · 500295
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Citicorp International Ltd, as trustee for the holders of the December 2024 Bonds Series 2, has released encumbrances over 2,030,794,344 shares of Vedanta Ltd, representing 51.93% of the company's equity share capital.
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Vedanta Ltd - 500295 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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11 August 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza,
Dalal Street, Fort Bandra-Kurla-Complex, Bandra (East)
Mumbai 400 001 Mumbai – 400 051
E-mail: corp.relations@bseindia.com Email: takeover@nse.co.in
Vedanta Limited
1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue
Atul Projects, Chakala, Andheri (East)
Mumbai, Maharashtra - 400093
E-mail: comp.sect@vedanta.co.in
Dear Madam/Sir,
Subject: Disclosure under Regulation 29(2) read with Regulation 29(4) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 (“Takeover
Regulations”)
This disclosure is being made by Citicorp Internation Limited (“Citicorp” / “we”). We refer to our previous
disclosures dated 04 December 2024 and 29 October 2025 (collectively, “Earlier Disclosures”), wherein we had
disclosed regarding creation of encumbrances (as defined under Chapter V of the Takeover Regulations) over
the equity shares of Vedanta Limited (“VEDL”) held by subsidiaries of Vedanta Resources Limited (“VRL”),
namely, Twin Star Holdings Ltd (“Twin Star”), Welter Trading Limited (“Welter”) and Vedanta Holdings Mauritius
II Limited (“VHMLII”), pursuant to terms and conditions of the US$ 550,000,000 11.25 per cent Guaranteed
Senior Bonds due 2031, issued on 03 December 2024 (“December 2024 Bonds Series 2”) issued by Vedanta
Resources Finance II plc (“Issuer”), a subsidiary of VRL.
Under the terms and conditions of the December 2024 Bonds Series 2 (“T&Cs”), inter alia, following
encumbrances were disclosed, under the Earlier Disclosures: (a) Twin Star, Welter and VHMLII were not
permitted to create or permit to subsist any encumbrance or security interest over the assets directly held by
them unless certain conditions are fulfilled; (b) Twin Star, Welter and VHMLII shall acquire or dispose of shares
of VEDL only as specified; and (c) following an Event of Default (as defined in the respective trust deeds), the
Promoter Group Entities including VHMLII can dispose of their assets only as specified. Given the nature of
conditions under the T&Cs, one or more conditions therein were likely to fall within the definition of the term
'encumbrance' provided under Chapter V of the Takeover Regulations.
Pursuant to complete repayment and settlement of the December 2024 Bonds Series 2, all the encumbrances
created under the T&Cs and as disclosed under the Earlier Disclosures, have been fully released with effect from
07 August 2026.
This disclosure is being made by Citicorp as the trustee for the holders of the December 2024 Bonds Series 2 in
relation to the release of the encumbrance under Regulation 29(2) read with Regulation 29(4) of the Takeover
Regulations.
Kindly take the above on record.
Thank you.
Sensitivity: Public (C4)
Yours faithfully,
For Citicorp International Limited
Name: Terence Yeung
Designation: Vice President
Place: Hong Kong
Date: 11 August 2026
Encl: As above
Sensitivity: Public (C4)
Disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 (“Takeover Regulations”)
Name of the Target Company (TC) Vedanta Limited (“VEDL”)
Name(s) of the acquirer and Persons Acting in Citicorp International Limited (as trustee for the holders of the
Concert (PAC) with the acquirer December 2024 Bonds Series 2)
Whether the acquirer belongs to Promoter/ No
Promoter group
Name(s) of the Stock Exchange(s) where the shares BSE Limited
of TC are Listed National Stock Exchange of India Limited
Details of the acquisition/ disposal as follows Number % w.r.t. total % w.r.t. total
share/voting diluted
capital wherever share/voting
applicable (*) capital of the TC
(**)
Before the acquisition under consideration,
holding of:
a) Shares carrying voting rights Nil Nil Nil
b) Shares in the nature of encumbrance 2,030,794,344# 51.93%# 51.93%#
(pledge/ lien/ non-disposal undertaking/
others)
c) Voting rights (VR) otherwise than by shares Nil Nil Nil
d) Warrants/ convertible securities/ any other Nil Nil Nil
instrument that entitles the acquirer to
receive shares carrying voting rights in the TC
(specify holding in each category)
2,030,794,344 51.93% 51.93%
e) Total (a+b+c+d)
[Refer Note 1] [Refer Note 1] [Refer Note 1]
Details of acquisition/ sale:
a) Shares carrying voting rights acquired/ sold Nil Nil Nil
Nil Nil Nil
b) VRs acquired/ sold otherwise than by shares
c) Warrants/ convertible securities/ any other Nil Nil Nil
instrument that entitles the acquirer to
receive shares carrying voting rights in the TC
(specify holding in each category) acquired/
sold
d) Shares encumbered/ invoked/ released by 2,030,794,344 51.93% 51.93%
the acquirer
2,030,794,344 51.93% 51.93%
e) Total (a+b+c+/-d) [Refer Note 1] [Refer Note 1] [Refer Note 1]
After the acquisition/ sale, holding of:
a) Shares carrying voting rights Nil Nil Nil
b) Shares encumbered with the acquirer 2,030,794,344 51.93% 51.93%
Nil Nil Nil
c) VRs otherwise than by shares
d) Warrants/ convertible securities/ any other Nil Nil Nil
instrument that entitles the acquirer to
receive shares carrying voting rights in the
TC (specify holding in each category) after
acquisition
e) Total (a+b+c+d) 2,030,794,344 51.93% 51.93%
Sensitivity: Public (C4)
[Refer Note 1 and [Refer Note 1 and [Refer Note 1 and
Note 3] Note 3] Note 3]
Mode of acquisition/ sale (e.g. open market / off- Release of encumbrance
market/ public issue/ rights issue/ preferential
allotment/ inter-se transfer etc)
Date of acquisition/ sale of shares/ VR or date of 07 August 2026 – Release of Encumbrance (i.e. date of repayment
receipt of intimation of allotment of shares, of the December 2024 Bonds Series 2)
whichever is applicable
Equity share capital/ total voting capital of the TC Equity Share Listed Capital: ₹ 3,910,388,057 (representing
before the said acquisition/ sale 3,910,388,057 equity shares of ₹ 1 each)
Equity share capital/ total voting capital of the TC Equity Share Listed Capital: ₹ 3,910,388,057 (representing
after the said acquisition/ sale 3,910,388,057 equity shares of ₹ 1 each)
Total diluted share/ voting capital of the TC after Equity Share Listed Capital: ₹ 3,910,388,057 (representing
the said acquisition/ sale 3,910,388,057 equity shares of ₹ 1 each)
#On June 23, 2026, Twin Star (part of the Promoter and Promoter Group of Vedanta Limited) has sold 65,072,990 equity
shares. Post this transaction, the holding of Twin Star has reduced from 40.02% to 38.35%.
Note 1:
This disclosure is being made by Citicorp Internation Limited (“Citicorp” / “we”). We refer to our previous disclosures dated
04 December 2024 and 29 October 2025 (collectively, “Earlier Disclosures”), wherein we had disclosed regarding creation
of encumbrances (as defined under Chapter V of the Takeover Regulations) over the equity shares of Vedanta Limited
(“VEDL”) held by subsidiaries of Vedanta Resources Limited (“VRL”), namely, Twin Star Holdings Ltd (“Twin Star”), Welter
Trading Limited (“Welter”) and Vedanta Holdings Mauritius II Limited (“VHMLII”), pursuant to terms and conditions of the
US$ 550,000,000 11.25 per cent Guaranteed Senior Bonds due 2031, issued on 03 December 2024 (“December 2024 Bonds
Series 2”) issued by Vedanta Resources Finance II plc (“Issuer”), a subsidiary of VRL.
Under the terms and conditions of the December 2024 Bonds Series 2 (“T&Cs”), inter alia, following encumbrances were
disclosed, under the Earlier Disclosures: (a) Twin Star, Welter and VHMLII were not permitted to create or permit to subsist
any encumbrance or security interest over the assets directly held by them unless certain conditions are fulfilled; (b) Twin
Star, Welter and VHMLII shall acquire or dispose of shares of VEDL only as specified; and (c) following an Event of Default
(as defined in the respective trust deeds), the Promoter Group Entities including VHMLII can dispose of their assets only as
specified. Given the nature of conditions under the T&Cs, one or more conditions there
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