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December 17, 2025 – For years Vedanta Resources Limited (VRL) has relied on complex offshore structures to upstream cash, service debt and falsely reassure bondholders that Indian regulatory risks are contained at the operating level.The Indian Income Tax Department (ITD) has now asserted that the main purpose of the establishment of Vedanta Holdings Mauritius 2 Limited (VHM2L), which holds ~12.6% of VEDL under the VRL umbrella, was to evade tax.The GoI has quantified the alleged tax evasion at ₹1,308 crore ($145m). Penalties of up to 200% can be imposed in addition to repayment of underlying tax owed. An adverse ruling will also constrain VRL’s ability to loot VEDL and service its debt going forward.The ITD has issued 6 statutory demands, held multiple hearings, received multiple submissions, and finally issued an adverse order to VHM2L: none of which was disclosed to bondholders or acknowledged as a risk in the bondholder prospectus. This constitutes a clear breach of Vedanta’s own disclosure policy.The GAAR record corroborates Viceroy’s prior findings that core VRL functions are, in fact, performed by VEDL employees in India, not VRL itself.The record shows that since 2014, VEDL has provided administrative and accounting services to VRL and its group companies for which VEDL is paid $350,000 per year. Against this backdrop, the hundreds of millions of dollars paid by VEDL to VRL lack any credible justification.Viceroy have reported countless, material high-stakes investigations from which Bondholders have been kept in the dark for years. These will continue to pile on to VRL’s books. By all accounts: VRL appears to have resorted to intentionally breaking the law in order to service debt.
December 11, 2025 – Vedanta Resources Limited (VRL) hosted its H1 FY26 Earnings call on December 4, 2026. Unlike prior periods, this call was quietly handled with little public notice, no Bloomberg pickup, and only 3 analysts in attendance. Even in this controlled environment, management faced pointed questions and skepticism about deleveraging that has collapsed. Liquidity is thin, obligations are rising, and management is now seeking a $600m facility just to meet near-term cash demands. FY26 deleveraging was guided down from $500m to $250m – $300m, with management suggesting that the KCM investment was unexpected despite being clearly stated in the SHA. VRL reversed its story on KCM. It will now borrow at the parent level to fund a cash-draining asset it previously claimed would be self-funded. Management cited an “S-1 silent period” to avoid releasing KCM financials. No S-1 of CIK exists. The explanation doesn’t hold.
December 8, 2025 – On December 5, 2025, Vedanta Resources Limited (VRL) released its H1 FY26 earnings. The headline consolidated numbers mask the reality: VRL PropCo posted its worst half-year performance on record. To isolate credit risk, Viceroy subtracted VEDL’s H1 FY26 consolidated results from VRL’s figures to analyze the PropCo earnings directly. VRL PropCo delivered its worst half-year on record in H1 FY26, with negative earnings, negative liquidity and negative free cash flow. PropCo reported a $1,261m net loss to owners, confirming that the holding structure cannot generate sustainable earnings. Liquidity deteriorated sharply, with a $549m free cash flow loss, driven largely by dividends to non-controlling interests. KCM reported a $192m operating loss and spending only $8m on its key expansion project despite receiving $346m in funding. Depreciation of $186m indicates continued asset shrinkage. VRL PropCo gross debt fell by $689, but this was offset by a $370m increase in net debt at the consolidated level, meaning the group is merely shifting leverage between entities rather than deleveraging
December 5, 2025 – Vedanta Limited (VEDL) has committed to a 100% cash acquisition of Incab Industries Limited (Incab) for ₹577 crore ($64m), payable within 90 days and the significant cost of making the facilities operational. The acquisition adds to Vedanta Resources Limited’s existing liquidity crisis, already strained by the $206m payment obligation under the KCM Shareholders Agreement due December 31, 2025. Despite no active operations, obsolete plant infrastructure, and a history of fires and sabotage, VEDL is paying more than 5x prior bids for Incab. Bondholders should view this as a further threat to debt servicing capacity. Management at VEDL and VRL have consistently stated that VRL’s interest and maturities, as well as its investment commitments at KCM, will be handled by dividends and brand fees from VEDL. Per management statements and the KCM agreement, VRL requires: $270m – $280m in H2 FY26 $500m in maturities in FY27 $400m in interest in FY27 $270m in investment in KCM in FY27 Vedanta just burned ₹577 crore ($64m) on Incab, a non-operational, loss-making asset, plus significant future capex obligations to return the assets to operation. This is cash that cannot be upstreamed to VRL, who has no alternative source of liquidity. This is a textbook liquidity drain at the worst possible time.
December 2, 2025 - On November 28, 2025, it was reported that Vedanta Limited’s (VEDL) subsidiary ESL Steel (ESL) will raise ₹2,000 crore ($223m) through 10%-12% non-convertible debentures being marketed as routine corporate refinancing. This raise lands days before VEDL’s parent Vedanta Resources Ltd (VRL) must meet its $206m December funding obligation for Konkola Copper Mines (KCM), funds it does not have. Vedanta is raising debt at ESL precisely because ESL cannot repay or service it. ESL is now a disposable funding vehicle which allows the Group to funnel the proceeds upstream to meet VRL’s liquidity deadlines. The Group’s much-promoted deleveraging strategy has collapsed.
November 27, 2025 - On November 13, 2025, Viceroy sent a letter to the Prime Minister’s Office of India, copied to the Ministry of Finance, Ministry of Home Affairs, and Enforcement Directorate, detailing:The diversion of over $1.5b from Indian subsidiaries to offshore Vedanta entities under sham service agreements.Apparent violations of FEMA, SEBI, and related party governance standards.The urgent need to freeze cross border payments and investigate VRL’s financial practices.We believe these actions are critical to protect India’s public assets and VEDL, HZL and BALCO's minority shareholders.
November 25, 2025 – Viceroy has obtained a copy of the 2023 Shareholder Agreement (SHA) between Vedanta Resources Limited (VRL) and ZCCM. The SHA shows that VRL is deliberately misleading bondholders, analysts and rating agencies about their contractual obligations to fund KCM. VRL management has emphatically stated there is no funding requirement for KCM from VRL in the medium term. This is categorically untrue: $206m is due by December 31, 2025 with a further $270m in 2026. This is a catch 22: either VRL is lying to the Zambian government, or it is misleading the market. In stark contrast to affirmations provided to investors and ratings agencies: VRL must continue funding KCM to the tune of hundreds of millions of dollars in the near-term. This is unfortunate for VEDL shareholders, who will inevitably be footing the bill. Vedanta is charging unlawful extra interest on $1bn in shareholder loans to KCM, in breach of the SHA's cost-of-funding cap. VRL is using its stake in Vedanta Limited (VEDL), which is already fully pledged, as de-facto collateral.
November 18, 2025 - Over seven years, Vedanta Group incinerated more than $650m on Avanstrate Inc, a business it knew was dying when it bought the glass substrate manufacturer. Marketed as a strategic entry into display manufacturing, the acquisition was in reality a distressed salvage operation dressed up as strategy. Avanstrate has generated persistent losses, consumed shareholder capital, and ultimately left Vedanta holding a structurally insolvent business with no commercial future. The business was overseen throughout this period by Akarsh Hebbar, managing director of Avanstrate and Vedanta’s global head of display and semiconductor operations, a role he held by virtue of being group chairman Anil Agarwal’s son-in-law rather than any track record in the sector This report traces the financial unraveling of Avanstrate, the misrepresentations that masked its decline, and the structural conflicts of interest that enabled it.
November 10, 2025 – Viceroy has obtained the Enforcement Directorate’s summons, dated June 28, 2023, compelling Vedanta Limited’s Chief Financial Officer to appear in person and produce detailed documentation of royalty payments, intercompany loans, and guarantee fees made to VRL between 2017 and 2023. The summons was issued regarding the Foreign Exchange Management Act, 1999, a formal enforcement action, not a routine inquiry. In 2023 Vedanta assured regulators that services were rendered from a functional London office. They helped the Company escape with a relatively light consequence: a $123m rebate In 2025, the ED are investigating Vedanta again. Vedanta has since admitted that there is no London office, and services are rendered in India by Vedanta Limited. We were informed by former employees that the fee for those services is ~$200,000 per annum. This time regulators are unlikely to accept Vedanta’s token compliance to justify hundreds of millions in overseas payments.
November 7, 2025 – On November 6, 2025, the Financial Times reported that Vedanta Resources Limited (VRL) had transferred its interest in Konkola Copper Mines (KCM) to a US entity, CopperTech Metals. This confirms Viceroy’s previous concerns that VRL could not meet its funding commitments and are now trying to sell the problem to someone else. This announcement is more likely designed to hide a $1b hole in VRL’s deleveraging strategy and delay Zambian enforcement ahead of a $206m investment due in December. VRL has floated and abandoned KCM fundraising schemes before including an IPO, stake sale, and debt raise. VRL doesn’t have a $1.5b IPO plan. It has a $2m marketing plan focused on: Distracting bondholders and ratings agencies from the $1b black hole in their deleveraging strategy. The CopperTech IPO maintains the illusion of progress, while no capital has been raised. Delaying action from ZCCM and the Zambian government as VRL faces a $206m investment deadline it has not met. US listing hype is intended to ward off enforcement or repossession. Misrepresenting a Zambian asset, owned by a UK-domiciled conglomerate directed by and Indian national as somehow critical to US mineral security. If CopperTech Metals ever lists, we will pre-emptively issue a sell rating on the stock.
November 3, 2025 – Vedanta’s Q2 FY26 results confirm its financial structure is fundamentally broken and validates our core thesis. The company's headline claim of "record revenues" is a smokescreen, obscuring a collapse in free cash flow, eroding margins, and a balance sheet being propped up by new debt. VRL’s management team continued to stumble on VEDL’s earnings call, seemingly admitting that they do not have an office at their registered office address, appear to be committing tax fraud, and have lost control of the Vedanta PR machine. Dividends Funded Entirely by Debt: VEDL’s free cash flow was negative, with a $1,049m FCF shortfall to dividends paid in FY26 so far. This was funded largely by a $1,093m increase in Gross Debt in the first half of the year. VRL management has finally dropped dividend guidance to 4-5% yield for the next three years. This is a massive cut from the ~17% yield paid since FY22 and a tacit admission that prior payouts were unsustainable and funded by leverage. Vedanta Limited absorbed billions in debt and diluted stock to support VRL. Operational Collapse: The sole "bright spot," Aluminium, was propped up only by high commodity prices. All other core verticals are failing: Zinc India is being "hollowed out" by related-party deals, Zinc International’s EBITDA fell 12% as it fails to "convert scale to margin", Oil & Gas is in terminal decline, and the Power segment’s EBITDA halved. Massive Write-Offs & Misleading Disclosures: Management was forced to materialize liabilities it had previously denied. This includes a ₹1,407 crore ($159m) write-off at TSPL, wiping out 39% of its equity. An additional ₹660 crore ($75m), which management previously claimed was a recoverable bank guarantee, was paid to settle the SEPCO dispute, a liability VEDL had hidden from its demerger filings. 'Brand Fee' Farce Admitted: We found VRL’s listed London office at 30 Berkeley Square is vacant. On the earnings call, VRL's CEO admitted the parent company is now operating from Anil Agarwal’s personal residence at 44 Hill Street. It was also admitted that services are rendered by VEDL employees in India. This is a tacit admission that the "brand fees" are a complete "fiction". We believe this is grounds for tax fraud. Regulatory Scrutiny Intensifies: VEDL formally acknowledged receiving “summons for production of documents from the regulators”, a compulsory legal escalation that directly references concerns raised in Viceroy’s reports. 'Bait and Switch' Investments Exposed: Management’s high-profile investment promises have been exposed as hollow PR. The ₹1 lakh crore ($11.2b) Odisha investment was notably absent from management’s long-dated capex guide. It appears to be another "mirage" with no committed timeline. The ₹17,000 crore ($1.9b) JAL acquisition has no detailed plan or rationale, which management refuses to provide until the deal is irreversible. Governance Collapse: In a perfect symbol of VEDL's failed oversight, the company’s auditor, SR Batliboi, signed off on these disastrous financials from Reykjavik, Iceland.
October 28, 2025 – One day after the publication of our October Regulatory Update, the Securities and Exchange Board of India (SEBI) all but confirmed that the Vedanta Resources Group, and Anil Agarwal’s empire more broadly, is under investigation. In its October 24, 2025, publication detailing the processing status of draft offers, SEBI listed the status of Vedanta Resources’ fellow subsidiary Sterlite Electric Limited’s IPO as under abeyance. Under General Order No. 1 of 2020, SEBI must place an issue in abeyance if there is: Probable cause for investigation or enquiry. An ongoing investigation or enquiry into the entity. Non-compliance with SEBI directions. A show-cause notice in process, especially under Section 11B – Serious Fraud or Mismanagement. Notably the SEBI General Order applies when regulatory action is against the issuer’s promoters, directors, or group companies. This action is neither technical nor voluntary, but procedural under SEBI law. It confirms an active investigation or enforcement action involving Vedanta Resources Limited and its subsidiaries. Vedanta Resources Limited and its subsidiaries have consistently downplayed the risk of regulatory intervention despite significant non-compliance across its operations. The abeyance order removes all doubt: regulatory risk to Vedanta Resources is intensifying.
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