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.

Vedanta Resources Limited ("VRL") has disclosed the creation of encumbrances over the equity shares of vedanta iron & steel ("VISL") held by its direct and indirect subsidiaries, pursuant to a facility agreement executed on July 20, 2026. The encumbrances affect approximately 56.38% of VISL's total share capital, held by five key subsidiary entities. This regulatory filing, submitted under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, clarifies that no pledge has been created; rather, the encumbrance arises from conditions in the financing arrangement that restrict further security creation and mandate continued control.

The facility agreement involves a total maximum commitment aggregating US$ 2,250,000,000. As of the disclosure date on July 22, 2026, the commitment from original lenders stands at US$ 1,545,000,000, with an additional increase commitment of up to US$ 705,000,000 available through accession agreements. Twin Star Holdings Ltd. ("TSHL") acts as the borrower, while VRL, Vedanta Holdings Mauritius II Limited ("VHMLII"), and Welter Trading Limited ("Welter") serve as guarantors. The arrangers include Barclays Bank PLC, Citigroup Global Markets Asia Limited, DB International (Asia) Limited, First Abu Dhabi Bank PJSC, J.P. Morgan Securities (Asia Pacific) Limited, Mashreq Bank PSC, Standard Chartered Bank, and Sumitomo Mitsui Banking Corporation Singapore Branch.

Encumbered Shareholding Details

The encumbrance covers shares held by five subsidiaries, representing a significant portion of the promoter group's stake in VISL. The table below outlines the specific holdings affected:

Key Conditions and Regulatory Context

Under the facility agreement, obligors—including TSHL, VRL, VHMLII, and Welter—are prohibited from creating or permitting any security or quasi-security over VISL shares. Additionally, no member of the VRL group may create security over shares owned in an obligor that holds VISL stakes. A critical condition mandates that if VISL becomes a material subsidiary of VRL, the VRL group must maintain control or own at least 50.1% of VISL's issued equity share capital directly or indirectly.

The disclosure notes that these encumbrances fall within the definition provided under Chapter V of the Takeover Regulations due to the nature of the conditions in the facility agreement. It is clarified that these encumbrances replace or subsist alongside previous encumbrances created under earlier facility agreements, for which disclosures have been filed previously. GLAS Agency (Hong Kong) Limited acts as the agent and security agent for the lenders.