Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Vedanta Limited

Meeting Details

The Company is conducting a Postal Ballot without a physical meeting. The Board of Directors approved the resolutions on August 28, 2026. The remote e-voting process will be conducted electronically only, with no physical meeting or postal ballot forms being sent.

Proposed Resolutions and Implications

The notice contains 10 resolutions for shareholder approval:

Special Resolutions (Item 1-9):

1. Approval of 'Vedanta Limited – Employee Stock Option Scheme 2026' and implementation through Trust Route - maximum 16,62,04,184 options (4.25% of paid-up capital)

2. Extension of ESOS 2026 to employees of Holding Company and/or Subsidiary Companies

3. Secondary acquisition of shares through Trust route for ESOS 2026 implementation

4. Provision of money by Company for purchase of its own shares through Trust under ESOS 2026 - up to 5% of paid-up capital and free reserves

5. Implementation of 'Vedanta Limited – Employee Share Purchase Plan 2026' through Trust Route - maximum 2,93,30,150 shares (0.75% of paid-up capital)

6. Extension of ESPP 2026 to employees of Holding Company and/or Subsidiary Companies

7. Secondary acquisition of shares through Trust route for ESPP 2026 implementation

8. Provision of money by Company for purchase of its own shares through Trust under ESPP 2026 - up to 5% of paid-up capital and free reserves

9. Re-appointment of Mr. Prasun Kumar Mukherjee (DIN:00015999) as Non-Executive Independent Director for second and final term of one year from August 11, 2026 to August 10, 2027

Ordinary Resolution (Item 10):

10. Re-appointment of Mr. Arun Misra (DIN:01835605) as Executive Director designated as Chief Executive Officer from August 01, 2026 to July 31, 2027

The schemes will be implemented through the existing 'Vedanta Limited ESOS Trust' and involve secondary market acquisition of shares rather than new issuance, avoiding equity dilution for existing shareholders.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting process provided by KFin Technologies Limited. The Company has appointed Mr. Upendra C. Shukla, Practicing Company Secretary (FCS No. 2727, CP No. 1654) as Scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Voting Timeline

The remote e-voting facility will be available during the following period:

  • Commencement: 9:00 a.m. (IST) on Tuesday, September 01, 2026
  • Conclusion: 5:00 p.m. (IST) on Wednesday, September 30, 2026

Cut-off Date and Eligibility

The cut-off date for determining member eligibility is Friday, August 28, 2026. Members whose names appear in the Register of Members or Register of Beneficial Owners as on this date are entitled to vote. Voting rights are proportional to their share of paid-up equity share capital.

Scrutinizer's Role and Results Process

Mr. Upendra C. Shukla will scrutinize the votes cast after conclusion of e-voting and prepare a scrutinizer's report. The results will be declared within statutory timelines and will be placed on the Company's website (www.vedantalimited.com), KFin's website (evoting.kfintech.com), and submitted to stock exchanges (BSE and NSE). The resolution will be deemed passed on September 30, 2026 subject to receipt of requisite votes in favor.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 108 and 110 of Companies Act, 2013
  • Rule 20 and 22 of Companies (Management and Administration) Rules, 2014
  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • Secretarial Standard on General Meetings (SS-2)
  • MCA General Circular No. 03/2025 dated September 22, 2025

Additional Information

The explanatory statement provides detailed material facts about each resolution, including:

  • Salient features of VEDL ESOS 2026 and VEDL ESPP 2026
  • Eligibility criteria for employees
  • Vesting conditions and performance parameters
  • Financial implications and accounting treatment
  • Director profiles and remuneration details
  • Compliance with regulatory requirements

The notice is being sent electronically to members with registered email addresses. Physical copies are not being dispatched. Members can access the notice on Company website, stock exchange websites, and KFin's e-voting portal.