Date: September 24, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

Not Specified

Financial Results (Standalone & Consolidated)

Not Specified

Disinvestment / Strategic Actions

Not Specified

Other Operational / Legal / Strategic Disclosures

Response to Proxy Advisory Recommendations

Vedanta Iron And Steel Limited (VISL) provides clarification regarding voting recommendations from Institutional Investor Advisory Services (IiAS) on Items 2 to 5 of its Postal Ballot Notice.

Item No. 2: ESOP 2026 Scheme Details

  • VISL ESOP 2026 features 100% performance-linked vesting with no time-based or guaranteed vesting element
  • Vesting requires continued employment but is not based solely on employment continuation
  • Performance targets and threshold levels are derived from the Company's annual operating plan approved by the Board
  • The scheme is multi-year with targets set at the beginning of each financial year
  • Company provides detailed business-level guidance through investor earnings communications including production volumes, costs and other performance indicators
  • Company commits to enhanced disclosure of performance targets and actual achievement levels in future annual reports
Performance Weightage Distribution:

| Grade | Business Performance | Individual Performance | Strategic Objective |

| Senior & Mid Management | 50% | 40% | 10% |

Key Scheme Features:
  • Vesting governed by performance parameters disclosed in the Notice
  • Nomination and Remuneration Committee (NRC) can review and calibrate performance parameters for future grants
  • Vesting remains 100% performance-linked in all circumstances
  • Vesting determined based on performance measured over minimum period of three years within maximum vesting period of five years
  • Employees exposed to future share price risk with no guaranteed value realization
  • 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/claw back provisions
  • Vedanta Group has run similar performance share plans for 10 years
Vesting Mechanics:
  • Final vesting percentage assessed against pre-approved performance parameters by NRC
  • NRC members are ineligible to participate in the scheme
  • Metric-level threshold gating: any metric below prescribed threshold scores zero
  • Threshold performance level vesting: 50% of grant allocated to relevant parameter
  • Overachievement of target capped at 100%

Item No. 3: ESOP Extension to Group Employees

  • Extension of VISL ESOP 2026 to employees of Holding Company and Subsidiary and Associate Companies is in line with applicable laws
  • Intended to align key talent across Vedanta ecosystem with VISL's long-term growth and value creation objectives
  • Proposal restricted to entities with direct strategic, operational or business linkage with VISL
  • For subsidiary entities, VISL exercises control and their performance is consolidated into Company's overall performance
  • Participation does not create dual employment relationships or conflicting fiduciary obligations
  • Holding company provides strategic, technical, commercial and functional leadership including group strategy, capital allocation, treasury support, international capital markets access, risk management, technology sharing, and global marketing networks
  • Cost of benefits granted under the Plan will be cross-charged to and borne by the relevant entity receiving the employee's services

Item No. 4 and 5: Secondary Acquisition Mechanism

  • Proposed secondary acquisition mechanism facilitates efficient implementation of VISL ESOP 2026 through Trust
  • Avoids issuance of additional shares by the Company
  • Does not result in incremental equity dilution beyond shareholder-approved limits
  • Trust acquisition and holding of shares does not confer immediate or assured benefit on employees
  • Options vest only upon satisfaction of prescribed conditions including continued employment and performance-linked objectives
  • Performance conditions aligned with Company's long-term value creation strategy including operational performance, profitability, cash flow generation, market capitalization, ESG goals and strategic business objectives
  • Vedanta Group has used ESOS Trust since inception of ESOS 2016 Scheme
  • VISL to follow trust route to service VISL ESOP 2026 scheme
  • Secondary market share purchases will be in line with SEBI regulations

Additional Clarification

  • Face value of each equity share is Re. 1/- per share (correcting IiAS report reference to Rs. 2/-)