Vedanta Limited has approved the issuance of unsecured, rated, listed, and redeemable non-convertible debentures (NCDs) aggregating up to ₹3,500 crore through a private placement.

The Committee of Directors (COD) sanctioned the deal during its meeting held on September 18, 2026. The issuance marks a significant step in the company's debt capital raising strategy, targeting institutional and eligible investors rather than the general public.

Issuance details

The committee authorized the issuance of up to 3,50,000 NCDs, each with a face value of ₹1,00,000. The instruments are structured as unsecured and will be listed on the BSE Limited. Specific terms regarding tenure, coupon rates, interest payment schedules, and security charges are detailed in the Disclosure Document, which has not been fully disclosed in the regulatory filing.

Regulatory compliance

The approval was made pursuant to Regulations 30 and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that there are no delays in payment of interest or principal amounts for more than three months from due dates as of the meeting date.

The meeting commenced at 11:35 am and concluded at 11:55 am. Prerna Halwasiya, Company Secretary and Compliance Officer, signed the disclosure letter.

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.