Vedanta Iron & Steel Limited's subsidiary, ESL Steel Limited, has received five Show Cause Notices (SCNs) from the Registrar of Companies (RoC), Ranchi, under the Ministry of Corporate Affairs, in relation to alleged non-compliances under various provisions of the Companies Act, 2013. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and was filed on July 30, 2026.

Details of Show Cause Notices

The five SCNs cover a range of alleged regulatory lapses across multiple financial years. The notices were issued between July 21, 2026, and July 29, 2026. The following table summarises the key details of each notice:

Nature of Alleged Non-Compliances

The alleged violations span several areas of corporate governance and regulatory disclosure requirements under the Companies Act, 2013:

• SCN 1 (Section 203(5)): Board resolutions approving the appointment of the CFO and Company Secretary allegedly did not contain remuneration details in monetary terms, pertaining to FY 2020-21.
• SCN 2 (Section 178(8)): Alleged non-compliance relating to the composition of the Nomination and Remuneration Committee, pertaining to FY 2020-21.
• SCN 3 (Section 196 read with Schedule V): Alleged failure to annex the prescribed Schedule V statement to the AGM Notice for approval of remuneration of the Whole-time Director, pertaining to FY 2019-20.
• SCN 4 & SCN 5 (Section 197(15) read with Rule 5): Alleged non-disclosure of the ratio of directors' remuneration to median employee remuneration and other prescribed disclosures in the Board's Report/Corporate Governance Report, pertaining to FY 2015-16 to FY 2017-18.

Company Response and Impact Assessment

ESL Steel Limited has stated that it is examining the matters raised in the Show Cause Notices and will submit appropriate responses before the adjudicating authority within the prescribed timelines. Vedanta Iron & Steel has clarified that the notices shall not have any significant financial and operational impact on the company. The disclosure was signed by Tina Lakhani, Company Secretary & Compliance Officer (Membership No.: A 34723), on July 30, 2026.

The Board of Directors of Vedanta Iron & Steel approved the formulation of the Vedanta Iron And Steel Limited Employee Stock Option Plan 2026 (VISL ESOP 2026) and the Vedanta Iron And Steel Limited Employee Stock Purchase Plan 2026 (VISL ESPP 2026) on July 29, 2026. The dual-scheme approach allows eligible employees to acquire equity shares, aligning their interests with long-term value creation. The total pool covers up to 5% of the company’s paid-up share capital, split between options granted at face value and shares offered at nil or determined prices. Implementation requires subsequent shareholder approval.

The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The Nomination & Remuneration Committee recommended the plans to the Board, which met from 03:50 p.m. IST to 04:28 p.m. IST. The schemes comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Scheme Structure and Allocation

The VISL ESOP 2026 permits grants of up to 16,62,04,184 shares, representing 4.25% of the total paid-up share capital. The exercise price is set at the face value of ₹ 1 per share, or such other price as approved by law. Options vest between one and five years from the grant date, contingent on performance parameters set by the Nomination & Remuneration Committee. Once vested, options must be exercised within eight months.

The VISL ESPP 2026 covers up to 2,93,30,150 shares, or 0.75% of the paid-up capital. The purchase price per share is nil or as determined by the committee. Shares transferred to employees under this plan carry a one-year lock-in period from the date of transfer.

Eligibility and Trust Implementation

Both schemes are open to eligible employees of Vedanta Iron And Steel Limited, its holding company, and subsidiaries. Promoters, promoter group members, independent directors, and persons holding more than 10% equity are excluded. The schemes will be implemented through the Vedanta Iron And Steel Limited ESOS Trust (VISL ESOS Trust), which will acquire existing equity shares via secondary acquisition from the open market. The total shares held by the trust under all outstanding schemes must not exceed 5% of the paid-up equity share capital at any time. No grants or offers have been made under either scheme as of the filing date.