Vedanta Limited has seen the release of encumbrances over 54.72% of its total share capital held by the promoter group. The restrictions were lifted following the complete repayment of senior bonds issued by a subsidiary of Vedanta Resources Limited.

The disclosure was filed under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The release became effective on September 17, 2026, removing security interests created to secure debt obligations.

Bond Repayment Details

The encumbrances were originally created to secure two tranches of guaranteed senior bonds issued by Vedanta Resources Finance II PLC:

• $550 million at 9.475% coupon, due 2030
• $550 million at 9.850% coupon, due 2033

Citicorp International Limited acted as trustee for the bondholders. The terms and conditions required that subsidiaries Twin Star Holdings Limited, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited could not create further encumbrances or dispose of shares without specific approvals. Full settlement of these bonds triggered the automatic release of these covenants.

Promoter Holding Structure

The release applies to shares held by three key entities within the Vedanta Resources Limited group. The table below details the holdings affected by this regulatory filing.

Twin Star Holdings Limited reduced its stake from 40.02% to 38.35% following a sale of 65,072,990 shares on June 23, 2026. This transaction occurred prior to the current bond repayment event.

Demerged Entities Impact

The release of encumbrances also extends to equity shares in four demerged entities: Vedanta Aluminium Metal Limited, Vedanta Oil and Gas Limited, Vedanta Power Limited, and Vedanta Iron and Steel Limited. These entities commenced trading on Indian stock exchanges on June 15, 2026.

What the Numbers Show

The data reveals a significant reduction in promoter leverage constraints. With the $1.1 billion bond obligation fully settled, the promoter group no longer faces disposal restrictions on nearly 55% of the company's equity. However, Note 3 of the filing indicates that other encumbrances may still subsist on the shareholding due to previous facility agreements, suggesting that while this specific debt burden is removed, broader capital structure constraints may remain linked to other financing arrangements.

Vedanta has initiated a postal ballot process to seek shareholder approval for two new equity-based compensation schemes: the Employee Stock Option Scheme 2026 and the Employee Share Purchase Plan 2026. The voting period runs from September 1, 2026, to September 30, 2026.

The company also seeks approval for the reappointment of Arun Misra as Executive Director designated Chief Executive Officer and Prasun Kumar Mukherjee as Non-Executive Independent Director.

New Equity Compensation Schemes

The proposed Employee Stock Option Scheme 2026 (ESOS) creates a pool of up to 16,62,04,184 options, representing 4.25% of the paid-up share capital as on March 31, 2026. This scheme supersedes the existing ESOS 2016. Eligible employees include those of Vedanta and its holding or subsidiary companies, excluding promoters and independent directors.

Under the ESOS scheme:

• Vesting is linked to individual and corporate performance parameters over a three-year period.
• Business performance carries a minimum weightage of 50%.
• Options vest between one and five years from the grant date.
• The exercise price per option will be the face value of the share (₹1).

The second proposal, the Employee Share Purchase Plan 2026 (ESPP), allocates a pool of 2,93,30,150 shares, representing 0.75% of the paid-up capital. This plan targets employees in grades M5 and below.

Key features of the ESPP include:

• Employees contribute up to 10% of their monthly salary, capped at ₹7,50,000 annually.
• Shares acquired must be held for a minimum of 24 months to qualify for matching shares.
• Matching shares can be up to 50% of the shares held by the employee.
• Matching shares are subject to a one-year lock-in period after allotment.

Secondary Acquisition via Trust

Both schemes will be implemented through the existing Vedanta Limited ESOS Trust. The trust will acquire shares from the secondary market rather than through fresh issuance, meaning there is no additional equity dilution for existing shareholders.

The company proposes to provide an interest-free loan to the trust for these acquisitions. The loan amount is capped at 5% of the aggregate of paid-up share capital and free reserves. Repayment will be sourced from the proceeds of option exercises, permitted sales, or other trust income.

Board Reappointments

Shareholders will also vote on the reappointment of Arun Misra as Executive Director and CEO for a one-year term from August 1, 2026, to July 31, 2027. Misra, who previously served as CEO of Hindustan Zinc Limited, brings over three decades of experience in the metals and mining sector. His remuneration includes a fixed pay range of ₹40,00,000 to ₹70,00,000 per month, an annual performance bonus up to 150% of fixed pay, and eligibility for the Long-Term Incentive Plan.

Prasun Kumar Mukherjee is proposed for reappointment as a Non-Executive Independent Director for a second and final term of one year, effective from August 11, 2026, to August 10, 2027. He previously served as Executive Director of Sesa Goa Limited.

What the Numbers Show

The combined pool size of 19,55,34,334 shares/options represents 5% of the total paid-up equity share capital of ₹3,91,06,86,689 as on March 31, 2026. By sourcing all shares through secondary acquisition, the company avoids immediate dilution but commits to buying back its own stock from the market, which can provide price support depending on execution timing. The significant allocation to the ESPP for lower-grade employees (M5 and below) signals a strategic shift toward broader employee ownership beyond senior management.