Vedanta Ltd

Vedanta Limited — Trading Window Closed from October 01, 2026 until 48 hours after declaration of Unaudited Financial Results for the Second Quarter and Half Year ending September 30, 2026

ESOS 2026 clarifications

• ESOS 2026 vesting is 100% performance-linked with no time-based vesting.
• Continued employment required for eligibility; targets set at start of each financial year.
• Targets and thresholds are derived from the annual operating plan and disclosed publicly.
• Extension of ESOS/ESPP 2026 to Holding Company and Associate/Subsidiary employees confirmed.
• HZL drives Vedanta EBITDA; equity costs cross-charged to HZL.
• Secondary acquisition via ESOS Trust avoids incremental equity dilution beyond shareholder-approved limits.
• Trust funding and purchases are administrative tools to support long-term employee ownership.

Encumbrance release details

• Target: Vedanta Limited.
• Acquirer: Citicorp International Limited (trustee for bondholders); PACs none.
• Acquirer not part of promoter/promoter group.
• Stock exchanges: BSE Limited and National Stock Exchange of India Limited.
• Pre-acquisition encumbrance: 2,030,794,344 shares, 51.93%.
• Post-acquisition encumbrance: 2,030,794,344 shares, 51.93%.
• Mode: Release of Encumbrances.
• Date of release: 17 September 2026.
• Equity share capital before: 3,91,03,88,057 shares (INR 1).
• Equity share capital after: 3,91,03,88,057 shares (INR 1).
• Total diluted voting capital after: 3,91,03,88,057 shares.
• Note: Release covers Twin Star and Welter encumbrances; others remain.
• 23 June 2026: Twin Star sold 65,072,990 Vedanta shares; holding 38.35%.

Encumbrance details

• Target: Vedanta Limited; listed on BSE and NSE.
• Acquirer: GLAS Agency (Hong Kong) Limited; PACs: Not Applicable; acquirer not promoter group.
• Pre-acquisition encumbrance: 2,139,651,763 shares (54.72%).
• Post-acquisition encumbrance: 2,139,651,763 shares (54.72%).
• Mode of acquisition: Creation of Encumbrance.
• Date of acquisition/intimation: 16 September 2026.
• Equity share capital before/after: 3,910,388,057 shares of INR 1.
• Total diluted capital after: 3,910,388,057 shares.
• No pledge over listed Indian subsidiaries' equity shares by promoter group.

Encumbrance Creation on Promoter Shares

• Vedanta Limited is the target; encumbrance linked to Tap Bonds.
• Creation encumbrance under Tap Bonds, with GLAS Agency as trustee.
• Promoter group entities: Twin Star Holdings Ltd and Welter Trading Limited.
• Also: Vedanta Holdings Mauritius II Ltd, Vedanta Holdings Mauritius Ltd, Vedanta Netherlands Investments B.V.
• Encumbered shares: 2,139,615,463 shares (54.72%).
• Total promoter holding: 2,139,758,459 shares (54.72%).
• Post-encumbrance, encumbered promoter shares: 2,139,615,463.
• Encumbrance covers 99.99% of promoter holdings.
• Date of creation: 16 September 2026.
• Security trustee for Tap Bonds: GLAS Agency (Hong Kong) Limited.
• Tap Bonds total US$400 million across 2032/2034/2037 maturities.
• End use: repay outstanding bonds and related costs.
• VRL group to retain at least 50.1% Vedanta Limited ownership.
• No pledge over Vedanta Listed Indian Subsidiaries' shares as of disclosure date.

Rating Action

• Non-Convertible Debentures (NCDs): CRISIL AA+/Stable.
• Long-term rating continues at CRISIL AA+/Stable.
• Short-term rating reaffirmed at CRISIL A1+.
• Outlook for long-term rating: Stable.
• Action date: September 17, 2026.

Instruments/Facilities Rated

• Non-Convertible Debentures rated AA+/Stable (new assignment)

Rating Agency

• ICRA Limited

Current Ratings

• Long-term rating: AA+/Stable
• Short-term rating: A1+
• NCDs: AA+/Stable (new assignment)

Rationale

• Rationale not disclosed in this filing; see ICRA rationale link

Outlook

• Stable

Material Changes

• NCD rating AA+/Stable newly assigned; other ratings unchanged

NCD issuance details

• Unsecured, rated, listed, redeemable NCDs of ₹1,00,000 face value each.
• Issuance type: Private Placement.
• Total up to 3,50,000 NCDs aggregating ₹3,500 crores.
• Aggregate size: ₹3,500 crores.
• Listing: Yes, on BSE Limited.
• Tenure: As per the Disclosure Document.
• Coupon/interest: As per the Disclosure Document.
• Charge/security: As per the Disclosure Document.
• Special rights/privileges: As per the Disclosure Document.
• Default conditions: Not applicable as on date.
• Redemption: As per the Disclosure Document.

Release of promoter share encumbrances

• Target: Vedanta Limited (VEDL).
• Event: Release of encumbrance tied to bonds.
• Promoter group releasing: Twin Star Holdings Ltd; Welter Trading Limited; Vedanta Holdings Mauritius II Limited.
• Encumbrance type: release of security interest on promoter shares.
• Favouring entity: Citicorp International Limited (trustee).
• Reason: full repayment of US$550m bonds due 2030 and 2033.
• Facility size: US$1.1 billion.
• Release date: 17 September 2026.
• Twin Star: 1,499,732,868 shares (38.35%).
• Welter: 38,241,056 shares (0.98%).
• VHMLII: 492,820,420 shares (12.60%).
• Vedanta Mauritius Limited: 107,342,705 shares (2.75%).
• Total encumbered shares pre-release: 2,139,794,759 (54.72%).
• Total encumbered shares post-release: 2,139,651,763 (54.72%).
• Note 3: post-event figures reflect pre-existing encumbrances.
• TSHL sale reduced promoter stake to 38.35% (65,072,990 shares on 23 Jun 2026).
• End-use of funds: not disclosed.

Meeting Details

• Committee of Directors meeting on 18 September 2026 to consider NCD issuance.

Key Agenda Items

• To consider issuance of Non-Convertible Debentures on a private placement basis.
• Issuance is pursuant to Board resolution dated 29 May 2026.

Other Notes

• No additional material items disclosed in this filing.