Meeting Details

  • Type of Meeting: Postal Ballot through remote e-voting only (no physical meeting).
  • Cut-off Date: Friday, September 18, 2026 (for determining eligibility to vote).
  • Voting Period: Commences at 9:00 AM IST on Thursday, September 24, 2026, and ends at 5:00 PM IST on Friday, October 23, 2026.
  • Deemed Passing Date: The resolution will be deemed passed on October 23, 2026, subject to receipt of requisite votes.

Summary of Proposed Resolutions and Implications

Special Resolutions (Item 1-8):

1. Introduction of 'Vedanta Power Limited – Employee Stock Option Plan 2026' (VEDPOWER ESOP 2026): To create and grant up to 16,62,04,184 Employee Stock Options (4.25% of paid-up capital) to eligible employees, implemented through an irrevocable trust ('VEDPOWER ESOS Trust').

2. Extension of VEDPOWER ESOP 2026: To extend the ESOP plan to employees of the holding company and subsidiary company(ies).

3. Secondary Acquisition for ESOP: To approve the acquisition of up to 16,62,04,184 equity shares from the secondary market by the Trust for implementing the ESOP.

4. Provision of Money for ESOP: To approve granting a loan not exceeding 5% of the Company's aggregate paid-up capital and free reserves to the Trust to facilitate the secondary share acquisition for the ESOP. The loan will be interest-free.

5. Introduction of 'Vedanta Power Limited – Employee Share Purchase Plan 2026' (VEDPOWER ESPP 2026): To offer and allot/transfer up to 2,93,30,150 fully paid-up equity shares (0.75% of paid-up capital) to eligible employees, administered through the Trust.

6. Extension of VEDPOWER ESPP 2026: To extend the ESPP plan to employees of the holding company and subsidiary company(ies).

7. Secondary Acquisition for ESPP: To approve the acquisition of up to 2,93,30,150 equity shares from the secondary market by the Trust for implementing the ESPP.

8. Provision of Money for ESPP: To approve granting a loan not exceeding 5% of the Company's aggregate paid-up capital and free reserves to the Trust to facilitate the secondary share acquisition for the ESPP. The loan will be interest-free.

Ordinary Resolution (Item 9):

9. Approval of Material Related Party Transactions (RPTs): To approve material RPTs for FY 2026-27 with identified related parties (Vedanta Aluminium Metal Limited and Vedanta Limited), with a total proposed value of ₹5,777 Crore (₹921 Cr with VAML and ₹4,856 Cr with VEDL). These are operational transactions deemed necessary post-demerger.

Voting Process and Methods

  • Method: Remote e-voting only. No physical polling or submission of postal ballot forms.
  • Service Provider: KFin Technologies Limited (KFin) has been engaged to provide the e-voting facility.
  • Eligibility: Members registered in the Register of Members/Register of Beneficial Owners as of the cut-off date (September 18, 2026).
  • Voting Rights: Proportional to their share of the paid-up equity share capital as on the cut-off date.
  • Process: Detailed instructions for e-voting are provided in the notice, including login methods for demat account holders (via NSDL/CDSL) and physical shareholders.

Key Voting Outcomes and Scrutinizer

  • Scrutinizer: Mr. Shivaram Bhat, Practicing Company Secretary (Membership No. ACS-10454, CP No. 7853), was appointed by the Board on September 22, 2026, to scrutinize the e-voting process.
  • Result Declaration: The scrutinizer will submit a report to the Chairman after vote scrutiny. The results will be announced within statutory timelines, placed on the company's website (www.vedantapower.com), KFin's website (evoting.kfintech.com), and the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).
  • Participation Breakdown: The notice does not provide a pre-voting breakdown by shareholder category (Promoters, Public, Institutions). This data will be available in the scrutinizer's report after the voting period.

Compliance Confirmation

The notice confirms that the postal ballot process is being conducted in compliance with:

  • Section 108 and 110 of the Companies Act, 2013.
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • MCA General Circular No. 03/2025 dated September 22, 2025.
  • Secretarial Standard on General Meetings (SS-2).
  • Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations).

Additional Financial and Procedural Information

  • Company Background: The company was formerly known as Talwandi Sabo Power Limited. It was acquired by Vedanta Limited (VEDL) in 2008. It became an independent listed entity after a Composite Scheme of Arrangement (demerger) involving VEDL became effective on May 1, 2026. Its shares were listed on BSE and NSE on June 15, 2026.
  • Paid-up Capital: The current paid-up equity share capital is Rs. 3,91,06,86,689/- divided into 3,91,06,86,689 equity shares of Rs.10/- each.
  • Rationale for Plans: The ESOP and ESPP are proposed to attract, motivate, reward, and retain talent by fostering an ownership mindset and aligning employee interests with long-term shareholder value creation. The use of a trust and secondary acquisition avoids fresh equity issuance and dilution.
  • RPT Justification: The material RPTs are presented as essential for operational continuity and efficiency post-demerger, undertaken at arm's length and in the ordinary course of business.
  • Document Inspection: All material documents referred to in the notice are available for inspection at the company's registered office in Mumbai and electronically via email request to [vpl.sect@vedanta.co.in](mailto:vpl.sect@vedanta.co.in).