Vedanta Limited Announces Cost of Acquisition Apportionment Ratios Following Demerger Effective May 01, 2026

Vedanta Limited has issued guidance to its shareholders on the apportionment of cost of acquisition of equity shares, following the successful implementation of its Composite Scheme of Arrangement. The scheme came into effect on May 01, 2026, which also serves as the Appointed Date under the scheme. The communication was signed by Company Secretary & Compliance Officer Prerna Halwasiya and filed with stock exchanges on May 16, 2026.

Scheme Background and NCLT Approval

The Hon'ble National Company Law Tribunal, Mumbai Bench, sanctioned the Composite Scheme of Arrangement vide its orders dated December 16, 2025 and January 09, 2026. The scheme provides for the demerger, transfer, and vesting of four distinct business undertakings from Vedanta Limited into four separate resulting companies on a going concern basis:

Aluminum Undertaking — transferred to Vedanta Aluminium Metal Limited (Resulting Company 1)

Merchant Power Undertaking — transferred to Talwandi Sabo Power Limited (Resulting Company 2)

Oil and Gas Undertaking — transferred to Malco Energy Limited (Resulting Company 3)

Iron Ore Undertaking — transferred to Vedanta Iron and Steel Limited (Resulting Company 4)

In accordance with the scheme, each resulting company issued and allotted 1 (One) fully paid-up equity share for every 1 (One) fully paid-up equity share held in Vedanta Limited, to shareholders whose names were recorded in the register of members and/or records of the depository as on the Record Date, i.e., May 01, 2026.

Cost of Acquisition Apportionment Ratios

For the purpose of determining the post-demerger cost of acquisition of equity shares, shareholders may apportion their total cost of acquisition of Vedanta Limited across the five entities as follows. These ratios have been determined based on the net worth of the company and the net assets of the respective undertakings, in accordance with Section 73 of the Income-tax Act, 2025.

Sr. No.: Name of the Company % of Total Cost of Acquisition 1. Vedanta Limited 52.34% 2. Vedanta Aluminium Metal Limited 7.15% 3. Talwandi Sabo Power Limited 12.23% 4. Malco Energy Limited 21.49% 5. Vedanta Iron and Steel Limited 6.79%

Shareholder Advisory

Vedanta Limited has clarified that the above communication is intended solely as general guidance for shareholders and should not be treated as a substitute for independent professional advice. The company has noted that regulatory, statutory, or judicial authorities, including assessing officers or appropriate appellate authorities, could take a different view on the matter. Shareholders have been advised to consult their own consultants or tax advisors to understand the specific tax implications applicable to their individual circumstances. The company has explicitly stated that it takes no express or implied responsibility or liability in relation to this guidance.

Vedanta Limited's equity shares continue to remain subject to encumbrance following a regulatory disclosure filed on 15 May 2026 by Kroll Trustee Services (HK) Limited (formerly, Madison Pacific Trust Limited), acting in its capacity as agent under an amended facility agreement for the benefit of the lenders. The disclosure has been made under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations").

Amended Facility Agreement: Key Details

The disclosure references an earlier filing dated 02 February 2026, which pertained to a facility agreement dated 30 January 2026 for a total commitment of US$ 350,000,000. That facility agreement has since been amended and supplemented through an amended and restatement deed dated 13 May 2026 ("Amended Facility Agreement"), increasing the total commitment to US$ 600,000,000. The key parameters of the Amended Facility Agreement are summarised below:

Parameter: Details Original Facility Agreement Date: 30 January 2026 Original Total Commitment: US$ 350,000,000 Amended Facility Agreement Date: 13 May 2026 Revised Total Commitment: US$ 600,000,000 Borrower: Vedanta Resources Limited (VRL) Guarantors: Twin Star Holdings Ltd. (TSHL), Vedanta Holdings Mauritius II Limited (VHMLII), Welter Trading Limited (Welter) Agent: Kroll Trustee Services (HK) Limited (formerly, Madison Pacific Trust Limited)

Lender Composition

The Amended Facility Agreement involves both existing and newly joining lenders. The present lenders and joining lenders are as follows:

Present Lenders:

DB International (Asia) Limited

First Abu Dhabi Bank PJSC

JPMorgan Chase Bank, N.A., London Branch

Mashreqbank PSC

National Development Bank PLC

Standard Chartered Bank (Mauritius) Limited

Standard Chartered Bank (Singapore) Limited

Joining Lenders:

Bank of Maharashtra IFSC Banking Unit

Sumitomo Mitsui Banking Corporation Singapore Branch

Nature of Encumbrances

Pursuant to the Amended Facility Agreement, the following encumbrances have been created or continued on the equity shares of Vedanta Limited:

A negative lien has been created on the shares of Vedanta Limited held or to be held by the Obligors, including TSHL, VHMLII, and Welter, or any Material Subsidiary.

The Obligors and any other member of the VRL Group are not permitted to create any further encumbrance over shares directly or indirectly held or to be acquired in Vedanta Limited.

VRL and its direct or indirect subsidiaries (the "VRL Group") are required to retain control over Vedanta Limited or, directly or indirectly, own at least 50.1% of the issued equity share capital of Vedanta Limited.

The encumbrances contemplated under the Amended Facility Agreement continue the existing encumbrance structure created pursuant to the original Facility Agreement.

Shareholding and Encumbrance Details

The following table presents the encumbrance position before and after the acquisition, as disclosed under Part A of the Regulation 29(1) filing:

Metric: Number of Shares % of Total Share/Voting Capital % of Total Diluted Share/Voting Capital Shares encumbered (before acquisition): 2,204,724,753 56.38% 56.38% Shares encumbered (during acquisition): 2,204,724,753 56.38% 56.38% Shares encumbered (after acquisition): 2,204,724,753 56.38% 56.38% Shares carrying voting rights: Nil Nil Nil Equity Share Listed Capital of Vedanta Limited: ₹ 3,910,388,057 (3,910,388,057 equity shares of ₹ 1 each) — —

As noted in the disclosure, the Agent holds an existing encumbrance over the same shares of Vedanta Limited pursuant to earlier facility agreements dated 17 April 2025 and 24 June 2025, in addition to the current Amended Facility Agreement. Since the encumbrances are on the same shares, the before-acquisition and after-acquisition details remain unchanged.

Regulatory Basis for Disclosure

Given the nature of the conditions and arrangements under the Amended Facility Agreement, the encumbrances and other conditions are considered likely to fall within the definition of the term encumbrance as provided under Chapter V of the Takeover Regulations. Accordingly, this disclosure has been made under Regulation 29(1) read with Regulation 29(4) of the Takeover Regulations. The disclosure was signed by Michelle Shek, Director, Kroll Trustee Services (HK) Limited, from Singapore, on 15 May 2026.

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