Meeting Details

The company conducted a Postal Ballot with remote e-voting only; there was no physical meeting. The process was initiated via a Postal Ballot Notice dated August 27, 2026. The remote e-voting period commenced on Tuesday, September 01, 2026, at 09:00 A.M. (IST) and concluded on Wednesday, September 30, 2026, at 5:00 P.M. (IST). The approval for all resolutions is considered to have been received on this last date of voting.

Proposed Resolutions and Implications

The postal ballot sought shareholder approval for 11 resolutions, comprising a mix of Special and Ordinary Resolutions. The resolutions covered significant corporate actions, primarily focused on employee incentive plans and related party transactions:

1. Ordinary Resolution: Appointment of M/s. S R B C & CO LLP, Chartered Accountants as the Statutory Auditors of the Company.

2. Special Resolution: Approval of 'Vedanta Aluminium Metal Limited – Employee Stock Option Plan 2026' and its implementation through a Trust.

3. Special Resolution: Approval to extend the aforementioned ESOP 2026 to the employees of the holding company and/or subsidiary company(ies) of VAML.

4. Special Resolution: Approval for secondary acquisition of shares through the Trust for implementing the ESOP 2026.

5. Special Resolution: Approval for the provision of money by the Company to the Trust for the purchase of the company's own shares under the ESOP 2026.

6. Special Resolution: Approval of 'Vedanta Aluminium Metal Limited – Employee Share Purchase Plan 2026' and its implementation through a Trust.

7. Special Resolution: Approval to extend the aforementioned ESPP 2026 to the employees of the holding company and/or subsidiary company(ies) of VAML.

8. Special Resolution: Approval for secondary acquisition of shares through the Trust route for implementing the ESPP 2026.

9. Special Resolution: Approval for the provision of money by the Company to the Trust for the purchase of the company's own shares under the ESPP 2026.

10. Ordinary Resolution: Approval of material related party transaction(s) between VAML and certain Identified Related Parties.

11. Ordinary Resolution: Approval of material related party transaction(s) between Bharat Aluminium CO Ltd (BALCO), a subsidiary of VAML, and certain Identified Related Parties.

The successful passage of these resolutions allows the company to proceed with the implementation of extensive new employee stock option and share purchase plans, potentially impacting its capital structure and cash flows, and to formalize material related party transactions.

Voting Process and Methods

The voting was conducted solely through a remote e-voting process. The company partnered with KFin Technologies Limited to provide the e-voting facility. The Board of Directors appointed Mr. Shivaram Bhatt, a Practicing Company Secretary (Membership No. A10454, CP No. 7853), as the Scrutinizer to ensure a fair and transparent process. The scrutinizer was appointed in a Board Meeting held on August 27, 2026. The record date for determining shareholder eligibility to vote was fixed as August 28, 2026. The company dispatched the postal ballot notices via electronic mail to all members and beneficiaries on the register as of this record date.

Key Voting Outcomes

All 11 resolutions were passed with the requisite majority. The scrutinizer's report, dated October 01, 2026, provides a detailed breakdown of the votes cast.

Overall Participation:

  • Total Shareholders on Record Date: 2,152,251
  • Total Outstanding Shares: 3,910,388,057
  • Total Votes Polled: 3,153,940,213 shares (80.6554% of outstanding shares)
  • Total Votes in Favor (across all resolutions): 3,151,254,570 shares (99.9148% of votes polled)
  • Total Votes Against (across all resolutions): 2,685,643 shares (0.0852% of votes polled)

Category-wise Breakdown of Votes Polled:

  • Promoter & Promoter Group: Held 2,204,831,449 shares. Voted 2,204,831,449 shares (100% turnout). Voted 100% in favor on all resolutions.
  • Public Institutions: Held 1,034,398,436 shares. Voted 843,694,823 shares (81.5638% turnout). Voted 99.7176% in favor on Resolution 1; showed significant dissent on ESOP resolutions (e.g., ~27.3% against on Resolutions 2, 4, 5).
  • Public Non-Institutions: Held 671,158,172 shares. Voted 105,413,941 shares (15.7063% turnout). Voted overwhelmingly in favor on all resolutions (e.g., 99.71% in favor on Resolution 1).

Resolution-wise Results (Summary):

  • Resolution 1 (Auditor Appointment - Ordinary): Passed. 99.91% in favor.
  • Resolution 2 (ESOP Plan - Special): Passed. 92.68% in favor.
  • Resolution 3 (ESOP Extension - Special): Passed. 92.67% in favor.
  • Resolution 4 (ESOP Secondary Acquisition - Special): Passed. 92.68% in favor.
  • Resolution 5 (ESOP Provision of Money - Special): Passed. 92.68% in favor.
  • Resolution 6 (ESPP Plan - Special): Passed. 98.55% in favor.
  • Resolution 7 (ESPP Extension - Special): Passed. 93.51% in favor.
  • Resolution 8 (ESPP Secondary Acquisition - Special): Passed. 98.55% in favor.
  • Resolution 9 (ESPP Provision of Money - Special): Passed. 98.55% in favor.
  • Resolution 10 (VAML RPT - Ordinary): Passed. 99.95% in favor.
  • Resolution 11 (BALCO RPT - Ordinary): Passed. 99.95% in favor.

Scrutinizer's Role and Findings

Mr. Shivaram Bhatt was responsible for scrutinizing the entire e-voting process. His key findings and conclusions, as per his report dated October 01, 2026, are:

  • The company completed the dispatch of notices via email to all eligible members by August 31, 2026.
  • The e-voting window was open from September 01, 2026, to September 30, 2026.
  • After the voting period ended, the votes were unblocked in the presence of two independent witnesses, Ms. Angelina Lobo and Ms. Sadiksha Dabholkar, who are not employees of the company.
  • The votes were scrutinized and matched against the Register of Members as of the record date.
  • The scrutinizer confirmed the results for each resolution, detailing the number of ballots received and the number of votes cast for and against.
  • He noted a minimal number of invalid votes for Resolutions 10 and 11 (2 ballots representing 111,471 votes declared invalid in each case).
  • The scrutinizer handed over all postal ballot records to the Company Secretary for safekeeping and recommended that the company declare the results.

Compliance Statement

The document and the process it describes are explicitly stated to be in compliance with:

  • The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulations 30 and 44.
  • The Companies Act, 2013, and the rules made thereunder.
  • MCA General Circular No.14/2020 dated April 8, 2020, regarding conducting EGMs through electronic means.

The results and the scrutinizer's report are stated to be available at the company's registered office and on its website (www.vedantaaluminium.com), as well as on the website of the e-voting service provider, KFin Technologies Limited (evoting.kfintech.com).