Vedanta Shareholders Approve ESOP/ESPP Schemes and Director Reappointments

Meeting Details

• Type of Meeting: Postal Ballot
• Last Date of Receipt: September 30, 2026
• Voting Method: Remote e-voting only (no physical polling)

Proposed Resolutions and Implications

The Postal Ballot contained 10 resolutions seeking shareholder approval:

Special Resolutions (1-8):

1. Approval of 'Vedanta Limited – Employee Stock Option Scheme 2026' and implementation through Trust Route

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

5. Implementation of 'Vedanta Limited – Employee Share Purchase Plan 2026' through Trust Route

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

Director Reappointments:

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

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

Voting Process and Methods

The voting was conducted exclusively through remote e-voting process. No physical polling or postal ballot forms were used. The Board of Directors appointed Mr. Upendra C. Shukla, Practicing Company Secretary (Membership No. FCS No. 2727, CP No. 1654), as Scrutinizer to conduct the Postal Ballot in a fair and transparent manner.

Key Voting Outcomes

All 10 resolutions were approved by shareholders with requisite majority. The approval is considered to have been received on the last date specified for remote e-voting (September 30, 2026).

Overall Participation:

• Total Shares Outstanding: 3,910,388,057
• Total Votes Polled: 3,134,138,921 (80.149% participation)

Resolution-wise Results:

Resolution 1 (ESOS 2026 Approval):

• Total Votes: 3,134,138,921
• In Favor: 2,799,157,135 (89.3118%)
• Against: 334,981,786 (10.6882%)
• Promoter Votes: 2,139,670,763 (100% in favor)
• Public Institutions: 899,637,247 votes (62.7999% in favor)
• Public Non-Institutions: 94,830,911 votes (99.6667% in favor)

Resolution 2 (ESOS Extension):

• Total Votes: 3,134,139,178
• In Favor: 2,791,343,791 (89.0625%)
• Against: 342,795,387 (10.9375%)

Resolution 3 (ESOS Secondary Acquisition):

• Total Votes: 3,134,139,152
• In Favor: 2,798,596,820 (89.294%)
• Against: 335,542,332 (10.706%)

Resolution 4 (ESOS Fund Provision):

• Total Votes: 3,134,138,905
• In Favor: 2,798,315,757 (89.285%)
• Against: 335,823,148 (10.715%)

Resolution 5 (ESPP 2026 Approval):

• Total Votes: 3,134,166,773
• In Favor: 2,950,037,350 (94.1251%)
• Against: 184,129,423 (5.8749%)

Resolution 6 (ESPP Extension):

• Total Votes: 3,134,137,872
• In Favor: 2,769,228,504 (88.3569%)
• Against: 364,909,368 (11.6431%)

Resolution 7 (ESPP Secondary Acquisition):

• Total Votes: 3,134,166,038
• In Favor: 2,947,140,388 (94.0327%)
• Against: 187,025,650 (5.9673%)

Resolution 8 (ESPP Fund Provision):

• Total Votes: 3,134,165,978
• In Favor: 2,947,974,084 (94.0593%)
• Against: 186,191,894 (5.9407%)

Resolution 9 (Mukherjee Reappointment):

• Total Votes: 3,134,142,692
• In Favor: 2,698,817,919 (86.1102%)
• Against: 435,324,773 (13.8898%)

Resolution 10 (Misra Reappointment):

• Total Votes: 3,132,878,905
• In Favor: 3,099,349,729 (98.9298%)
• Against: 33,529,176 (1.0702%)

Scrutinizer's Role and Findings

Mr. Upendra C. Shukla was appointed as Scrutinizer through Board Meeting dated August 28, 2026. He issued his report on October 01, 2026, certifying that the voting process was conducted in a fair and transparent manner. The scrutinizer confirmed that all resolutions were passed with the requisite majority.

Compliance Confirmation

The company confirmed compliance with applicable laws and regulations including the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results and scrutinizer's report are available at the company's registered office, corporate office, website (www.vedantalimited.com), and on the website of KFin Technologies Limited (evoting.kfintech.com).