Updates

VPL/Sec./SE/26-27/27 October 12, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street, Fort Bandra-Kurla Complex, Bandra (East), Mumbai - 400 001 Mumbai – 400 051 Scrip Code: 544781 S c r i p C o d e : VEDPOWER Subject: Clarification on recommendations issued by proxy advisory firm on Agenda Items of Postal Ballot Notice of Vedanta Power Limited (formerly known as Talwandi Sabo Power Limited) (the “Company” or “VPL” or “VEDPOWER”) Dear Sir/Ma’am, This is in continuation to our letter bearing ref no. VPL/Sec./SE/26-27/21 dated September 23, 2026, regarding the Postal Ballot Notice dated September 22, 2026 (“Notice”). We have received voting recommendations from Institutional Investor Advisory Services (“IiAS”), and we wish to clarify the following with respect to Item no. 1 to 4 and 9 of the Notice: Item No. 1: The Company acknowledges IiAS's expectation of enhanced disclosure and wishes to place on record that vesting under Vedanta ESOS 2026 is 100% performance-linked, with no time-based or guaranteed vesting element whatsoever. The scheme does not permit any option to vest purely on continuation of employment. However, it necessitates continued employment to be eligible for vesting. Further the target and threshold levels applicable to each of these metrics are derived from the Company's annual operating plan, which is considered and approved by the Board as part of the annual business plan finalisation process at the beginning of the financial year. The ESOS is a multi-year scheme, and the targets & threshold are set at the beginning of each financial year. In addition, the Company already provides detailed business-level guidance, including key operating parameters such as production volumes, costs, EBITDA and other performance indicators, through its investor earnings communications. Such guidance is typically issued following the first quarter and reviewed on half yearly basis during the year and is available in the public domain and the Company's website. The Company appreciates the recommendation of IiAS and is committed to further strengthening its disclosures. Accordingly, the Company will provide enhanced disclosure of the performance targets and actual achievement levels in its future annual reports. The table below captures the distribution of weightages: VEDPOWER - Business Performance Weightage (50%) Business Volume Cost NSR EBITDA FCF Carbon Footprint Reduction TSTP / STPP - - - 35% 50% 15% / MEL / JIPP Corporate Weighted Average (Based on Target EBITDA) • The vesting of options under the scheme will continue to be governed by the broad framework of performance parameters disclosed in the Notice. Given that the scheme is designed to operate over a multi-year horizon, NRC has the provision to review, determine and appropriately calibrate the performance parameters for future grants, having regard to the Company’s evolving business priorities and long-term value creation objectives at the relevant point in time and the same will be disclosed in the future annual reports. However, the provision available to the NRC does not, in itself, envisage a change from the above performance framework. It is to be noted that in all circumstances, vesting under the Scheme will remain 100% performance-linked and will be contingent upon achievement against the business performance parameters. • Vesting is recommended to be determined based entirely on performance measured over a minimum period of three years, which falls within the maximum vesting period of five years as prescribed under ESOS 2026. The scheme incorporates the following limits while granting options to any employee: • The grant framework is deliberately differentiated and does not provide for uniform or automatic awards. Eligibility is restricted to top-performing employees, and the grant quantum is determined through a calibrated assessment of sustained past performance, demonstrated contribution and future potential to create long-term value. Awards may vary by individual and level based on this assessment, subject to an overall cap of 100% of the employee’s annual fixed pay. This approach reinforces a pay-for- performance philosophy, directs equity towards employees with the strong potential, and ensures that grant decisions remain selective, merit-based and aligned with long-term shareholder value creation. • 100% of the vesting of the options granted is linked to pre-defined performance parameters mentioned above where the minimum threshold for an applicable performance metric is not achieved, no vesting credit will accrue in respect of that metric. Vesting will also remain subject to continued employment and the malus and claw back provisions applicable under the scheme and relevant Company policies. Accordingly, the plan is designed as a long-term entirely performance-linked incentive and retention tool rather than a mechanism for transferring value irrespective of performance. These safeguards ensure that the outflow of the scheme is capped and it does not provide an unrestricted windfall to participants. It is to be noted that Vedanta has been running their equity scheme, which is fundamentally a performance share plan over the last 10 years, with similar structure of performance parameters, 100% performance-linked vesting, minimum vesting period of 3 years. We intend to continue to follow similar structure as mentioned above for ESOS 2026 as well. Shareholders are protected by the independence of the body that determines the outcome. The final vesting percentage for each grant cycle is assessed against the pre-approved performance parameters and approved by the Nomination and Remuneration Committee, whose members are expressly ineligible to participate in the scheme. The Committee's assessment is made against parameters and weightages fixed at the commencement of the performance cycle and is subject to the metric-level threshold gating, under which any metric falling short of its prescribed threshold is scored at zero. Vesting at the threshold performance level will be 50% of the grant allocated to the relevant performance parameter and on overachievement of target, the same shall be capped at 100%. Item No. 2: The extension of VEDPOWER ESOP 2026 to employees of the Holding Company and Subsidiary and Associate Companies is in line with applicable laws and is intended to align key talent across the Vedanta ecosystem with the long term growth and value creation objectives of VEDPOWER. The proposal is restricted to entities that have a direct strategic, operational or business linkage with VEDPOWER and contribute towards the overall growth of the Company. Further, in the case of subsidiary entities, VEDPOWER exercises control over such entities, and their performance is consolidated into the Company's overall performance, thereby ensuring alignment between employee incentives and shareholder value creation. Participation under the Plan does not create dual employment relationships, overlapping remuneration structures or conflicting fiduciary obligations, as employees remain accountable to their respective employing entities while contributing to the overall success of the Vedanta group. The holding company provides strategic, technical, commercial and functional leadership that is spanning 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. These services are rendered by identified individuals employed within the holding company and are deployed directly in support of VEDPOWER's operations. The employees who deliver this value are therefore the same population whose participation is contemplated under Proposal 2 and extending equity participation to them aligns their incentives with the outcomes they are accountable for delivering to VEDPOWER and its shar [Showing first 8,000 characters — download PDF for full document]