Date: October 13, 2026

ESOP Scheme Details (Item No. 1)

VOGL ESOP 2026 features 100% performance-linked vesting with no time-based or guaranteed vesting element. The scheme requires continued employment for eligibility but does not permit options to vest purely on employment continuation.

Performance Parameters:

  • Vesting determined based on performance measured over minimum 3 years (within maximum 5-year vesting period)
  • Performance targets and thresholds derived from Company's annual operating plan approved by Board
  • Minimum threshold for any performance metric not achieved results in zero vesting credit for that metric
  • Vesting at threshold performance level: 50% of grant allocated to relevant parameter
  • Vesting capped at 100% for overachievement of target

Performance Weightage Distribution:

  • VOGL Business Performance (50% weightage):
  • Volume: 60%
  • Cost: 15%
  • NSR (Net Realized Price): 10%
  • Carbon Footprint Reduction: 15%
  • Corporate Performance (50% weightage): Weighted Average based on Target EBITDA

Grant Framework:

  • Restricted to top-performing employees only
  • Grant quantum determined through calibrated assessment of past performance, contribution, and future potential
  • Maximum grant capped at 100% of employee's annual fixed pay
  • No uniform or automatic awards

Governance:

  • Nomination and Remuneration Committee (NRC) approves final vesting percentage
  • NRC members are ineligible to participate in scheme
  • NRC has provision to review and calibrate performance parameters for future grants
  • Scheme includes malus and claw back provisions

Disclosure Commitment:

  • Company commits to provide enhanced disclosure of performance targets and actual achievement levels in future annual reports
  • Company currently provides business-level guidance including production volumes, costs, EBITDA through investor earnings communications

ESOP Extension to Group Companies (Item No. 2)

Extension of VOGL ESOP 2026 to employees of Holding Company and Subsidiary Companies is proposed to align key talent across Vedanta Group with VOGL's long-term growth objectives.

Rationale:

  • Restricted to entities with direct strategic, operational or business linkage with VOGL
  • Subsidiary performance consolidated into Company's overall performance
  • Holding company provides strategic, technical, commercial and functional leadership including:
  • Group strategy and long-term planning
  • Capital allocation and treasury support
  • Access to international capital markets
  • Risk management
  • Technology and best-practice sharing
  • Global marketing and procurement networks

Cost Allocation:

  • Cost of benefits cross-charged to and borne by entity receiving employee services
  • No creation of dual employment relationships or conflicting fiduciary obligations

Secondary Acquisition Mechanism (Item No. 3 and 4)

Secondary acquisition mechanism through Trust is proposed to facilitate efficient implementation of VOGL ESOP 2026.

Key Features:

  • Avoids issuance of additional shares by Company
  • No incremental equity dilution beyond shareholder-approved limits
  • Trust acquires existing shares from secondary market
  • Does not confer immediate or assured benefit on employees
  • Options vest only upon satisfaction of prescribed conditions (continued employment + performance objectives)

Precedent:

  • Vedanta Limited (Demerged Company) has used ESOS Trust since inception of ESOP 2016 scheme
  • VOGL (Resulting Company) to follow trust route in line with SEBI regulations

Performance Conditions:

  • Operational performance
  • Profitability
  • Cash flow generation
  • Market capitalization
  • ESG goals
  • Strategic business objectives