The Board of Directors of vedanta power approved the formulation and adoption of the VEDPOWER Employee Stock Option Plan 2026 ("VEDPOWER ESOP 2026") and the VEDPOWER Employee Share Purchase Plan 2026 ("VEDPOWER ESPP 2026") on July 29, 2026. These schemes allow eligible employees to acquire equity shares representing up to 5% of the company's total paid-up share capital, aiming to align employee interests with long-term value creation. The implementation will proceed through a trust route, subject to shareholder approval.

The approval was granted at a board meeting held on July 29, 2026, based on the recommendation of the Nomination & Remuneration Committee (NRC). 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 schemes comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Scheme Structure and Allocation

The two schemes are designed to be implemented through the Vedanta Power Limited ESOS Trust ("VEDPOWER Trust"). The Trust will acquire existing equity shares from the open market via secondary acquisition. The aggregate number of shares held by the Trust under all outstanding schemes must not exceed 5% of the paid-up equity share capital at any point in time.

Eligibility and Terms

Eligibility extends to employees of the company, its holding company, and subsidiaries. Promoters, the promoter group, independent directors, and individuals holding more than 10% equity are excluded from participation.

Under the ESOP scheme, options vest based on performance parameters set by the NRC, with a minimum vesting period of one year and a maximum of five years from the grant date. Once vested, options must be exercised within eight months. The exercise price is proposed at the face value of ₹ 10 per share, though the NRC may approve an alternative price. No grants have been made under the ESOP scheme as of the announcement date.

For the ESPP scheme, the NRC determines the quantum of shares and other terms. The purchase price may be nil or set by the NRC. Shares transferred to employees under this plan carry a lock-in period of one year from the date of transfer. No offers have been made under the ESPP scheme as of the announcement date.

Promoter group entities of Vedanta Power Limited have encumbered 56.38% of its total equity share capital against a facility agreement with a maximum commitment of US$ 2,250,000,000. The disclosure, submitted to BSE Limited and National Stock Exchange of India Limited on July 22, 2026, reveals that the encumbrance covers 2,20,47,24,753 shares through negative pledges and restrictions on creating security, rather than a direct pledge. This development impacts the promoter group’s ability to freely transfer or secure additional debt against their holdings in the power company.

The facility agreement was executed on July 20, 2026, amongst Twin Star Holdings Ltd as the borrower, and Vedanta Resources Limited, Vedanta Holdings Mauritius II Limited, and Welter Trading Limited as guarantors. GLAS Agency (Hong Kong) Limited acts as the agent and security agent. The lenders include Barclays Bank PLC, Citigroup Global Markets Asia Limited, Standard Chartered Bank, DB International (Asia) Limited, First Abu Dhabi Bank PJSC, J.P. Morgan Securities (Asia Pacific) Limited, JPMorgan Chase Bank, N.A., Mashreq Bank PSC, Standard Chartered Bank (Mauritius) Limited, and Sumitomo Mitsui Banking Corporation Singapore Branch. As of the disclosure date, the commitment from original lenders stands at US$ 1,545,000,000, with an available increase commitment of up to US$ 705,000,000.

Encumbrance Details

The encumbrance affects the following promoter group entities, covering 99.99% of the total promoter shareholding:

Facility Terms and Restrictions

The proceeds from the facility are designated for the repayment of financial indebtedness of the Vedanta Resources group, payment of fees and costs, and general corporate purposes. The agreement explicitly prohibits using proceeds to finance or refinance thermal coal infrastructure, violate anti-bribery laws, or remit funds to India.

Vedanta Power Limited is not a direct party to the agreement but is subject to certain covenants. If Vedanta Power becomes a Material Subsidiary of Vedanta Resources Limited, the promoter group must maintain control, owning at least 50.1% of the issued equity share capital. Restrictions effective from the first Utilisation Date include limitations on creating security over assets, selling non-ordinary course assets, investing in sectors outside mining, metals, coal, oil and gas, infrastructure, power, or energy, and merging the entity. Other restrictions effective from the execution date prohibit entering into material contracts outside the ordinary course of business without lender consent.

The disclosure was made under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.