Date: September 24, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

Not Specified

Financial Results

Not Specified

Auditor’s Report

Not Specified

Disinvestment / Strategic Actions

Not Specified

Other Operational / Legal / Strategic Disclosures

Response to IiAS Recommendations on ESOP 2026

The company acknowledges IiAS's expectation of enhanced disclosure and provides detailed clarifications:

Item No. 2 - ESOP Structure and Performance Metrics:

  • Vesting under VAML ESOP 2026 is 100% performance-linked with no time-based or guaranteed vesting element
  • Scheme requires continued employment for eligibility but no option vests purely on employment continuation
  • Performance targets and threshold levels are derived from the company's annual operating plan approved by the Board
  • VAML ESOP 2026 is a multi-year scheme with targets set at the beginning of each financial year
  • Company commits to providing enhanced disclosure of performance targets and actual achievement levels in future annual reports

Performance Weightage Structure:

  • Senior & Mid Management: Business Performance (50%), Individual Performance (40%), Strategic Objective (10%)
  • Junior Management: Business Performance (50%), Individual Performance (50%)

Business-specific Metrics for Aluminium Business:

  • Volume: 20%
  • Cost: 50%
  • NSR: 15%
  • Carbon Footprint Reduction: 15%
  • Corporate: Weighted Average based on Target EBITDA

Key ESOP Provisions:

  • Vesting determined based on performance measured over minimum 3 years within maximum 5-year vesting period
  • Employees exposed to future share price risk with no value guarantee
  • Grant value for any employee cannot exceed 100% of annual fixed pay
  • Minimum threshold for performance metrics must be achieved for vesting credit
  • Vesting subject to continued employment and malus/clawback provisions
  • Final vesting percentage approved by Nomination and Remuneration Committee (NRC members are ineligible to participate)
  • Vesting at threshold performance: 50% of grant allocated to parameter
  • Vesting capped at 100% for overachievement of target

Performance Framework Includes:

  • Volume
  • Cost of Production
  • EBITDA
  • Free cash flow (FCF)
  • Market capitalization
  • Profit margins

Proposal No. 3 - Extension to Holding Company and Subsidiaries:

  • Extension to employees of Holding Company and Subsidiary/Associate Companies is in line with applicable laws
  • Intended to align key talent across Vedanta ecosystem with VAML's long-term growth objectives
  • Restricted to entities with direct strategic, operational or business linkage to VAML
  • For subsidiaries, performance is consolidated into VAML's overall performance
  • Holding company provides strategic, technical, commercial and functional leadership to VAML
  • Cost of benefits will be cross-charged to relevant entity receiving employee services
  • No material conflict of interest, divided loyalty or governance concerns created

Proposal No. 4 and 5 - Secondary Acquisition Mechanism:

  • Secondary acquisition mechanism facilitates efficient implementation through Trust
  • Avoids issuance of additional shares by the Company
  • No incremental equity dilution beyond shareholder-approved limits
  • Trust acquisition from secondary market does not confer immediate or assured benefit to employees
  • Options vest only upon satisfaction of performance conditions and continued employment
  • Performance conditions aligned with long-term value creation including operational performance, profitability, cash flow, market capitalization, ESG goals and strategic objectives
  • Vedanta Group has used ESOS Trust since ESOS 2016 Scheme inception