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Vedanta Limited Proxy Solicitation & Information Statement 2026

Apr 6, 2026

60660_rns_2026-04-06_050ddb24-a8bb-4cee-8cd1-c68c498badb0.pdf

Proxy Solicitation & Information Statement

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VEDL/Sec./SE/26-27/04

April 06, 2026

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers “Exchange Plaza” 5[th] Floor, Plot No. C/l, G Block Dalal Street, Fort Bandra-Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai – 400 051

Scrip Code: 500295 Scrip Code: VEDL

Sub: Postal Ballot Notice – Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”)

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI Listing Regulations, we hereby submit a copy of Postal Ballot Notice ( “Notice” ) dated March 31, 2026, seeking approval of the Members of the Company in respect of the below mentioned resolution through remote e-voting process ( “e-voting” ) only:

resolution through remote e-voting process(“e-voting”)only:
Sr. no.
1
Particulars Resolution
To consider and appoint Mr. S.V. Murali Dhar Rao (DIN: 11003912) as a Non-
Executive Independent Director of the Company for a first term of one (1) year,
commencingfrom April 01,2026 upto March 31,2027
Special

The aforesaid Notice is being sent electronically to those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Saturday, March 28, 2026 ( “Cut-off Date” ) received from the Depositories and whose e-mail addresses are registered with the Company / M/s. KFin Technologies Limited ( “KFin” ) / Depositories / Depository Participants ( “DPs” ). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off.

The Company has engaged the services of KFin for providing e-voting facility to all its Members. The details of the procedure to cast the vote forms part of the ‘Notes’ section of the Notice.

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

Commencement of e-voting
End of remote e-voting
9:00 a.m. (IST) on Wednesday, April 08, 2026
5:00 p.m. (IST) on Thursday, May 07, 2026

Members may note that the Notice will also be available on the Company’s website at www.vedantalimited.com, website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of KFin at evoting.kfintech.com.

Request you to kindly take the above on record.

Thanking you, Yours faithfully, For Vedanta Limited Prerna Digitally signed by Prerna Halwasiya Date: 2026.04.06 15:43:22 Halwasiya +05'30'

Prerna Halwasiya Company Secretary and Compliance Officer ACS: 20856

Enclosed: As above

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VEDANTA LIMITED CIN: L13209MH1965PLC291394 Regd. Office: 1[st] Floor, ‘C’ Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai – 400 093 Tel.: +91-22 6643 4500; Fax: +91-22 6643 4530 Website: www.vedantalimited.com; E-mail ID: [email protected]

POSTAL BALLOT NOTICE

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolution as set out below is proposed for approval by the Members of Vedanta Limited (the “Company” ) by means of Postal Ballot, only by way of remote e-voting process ( “e-voting” ) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 108 and 110 of the Companies Act, 2013 (the “Act” ) and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules” ) and other applicable rules made thereunder, Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India ( “ICSI” ), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), General Circular No. 03/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs ( “MCA” ) read together with previous circulars issued by MCA in this regard ( “MCA Circulars” ) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time).

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. The instructions related to e-voting are appended to this Notice.

The Board of Directors on Tuesday, March 31, 2026, have appointed Mr. Upendra C. Shukla, Practicing Company Secretary (Membership No. FCS No. 2727, CP No. 1654) as Scrutinizer for conducting the Postal Ballot, through e- voting process, in a fair and transparent manner and he has communicated his willingness to be appointed for the said purpose.

Members are requested to read the instructions in the Notes provided in this Postal Ballot Notice to cast their vote electronically. The votes cannot be casted after 5:00 p.m. (IST) on Thursday, May 07, 2026.

The Scrutinizer will, after conclusion of e-voting, scrutinize the votes cast, make a Scrutinizer’s report of the votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. The Chairman or any other person authorised by the Chairman shall declare the results within the prescribed timelines under applicable laws. The said results along with the report of the Scrutinizer will also be placed on the website of the Company at www.vedantalimited.com, the website of KFin Technologies Limited ( “KFin” ), Registrar & Transfer Agent ( “RTA” ) of the Company at evoting.kfintech.com and shall also be displayed at the registered office of the Company. The results shall simultaneously be submitted to the Stock Exchange(s) and be made available at www.bseindia.com and www.nseindia.com. The resolution will be deemed to be passed on Thursday, May 07, 2026 subject to receipt of the requisite number of votes in favour of the resolution.

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SPECIAL BUSINESS:

1. To consider and appoint Mr. SV Murali Dhar Rao (DIN: 11003912) as a Non-Executive Independent Director of the Company for a first term of one (1) year, commencing from April 01, 2026 up to March 31, 2027 and in this regard, pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 197 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act” ) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16, 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ) (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), based on the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, Mr. SV Murali Dhar Rao (DIN: 11003912), who has been appointed as an Additional Director of the Company designated as Non-Executive Independent Director with effect from April 01, 2026 and who has submitted a declaration of independence as provided under Section 149(6) of the Act and applicable rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act from a member proposing his candidature for the office of an Independent Director of the Company, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a first term of 1 (one) year effective from April 01, 2026 to March 31, 2027, on such terms and conditions as detailed in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers to any officer(s)/authorised representative(s) to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Registered Office:

1[st] Floor, ‘C’ Wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East) Mumbai – 400 093 CIN: L13209MH1965PLC291394 E-mail ID: [email protected] Website: www.vedantalimited.com Tel: +91 22 6643 4500; Fax: +91 22 6643 4530

By Order of the Board of Directors Prerna Halwasiya

Company Secretary & Compliance Officer Membership No.: ACS 20856

Place: New Delhi Dated: March 31, 2026

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NOTES:

  1. The Explanatory Statement pursuant to Section 102 of the Act read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “Rules” ) as amended, setting out the material facts relating to the special business to be transacted as mentioned in Item No. 1 is annexed to the Postal Ballot Notice.

  2. In accordance with the MCA Circulars and the Listing Regulations, this Notice is being sent electronically to those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Saturday, March 28, 2026 ( “Cut-off Date” ) received from the Depositories and whose e-mail address is registered with the Company / KFin / Depositories / Depository Participant ( “DPs” ).

  3. The Notice is being sent in electronic form only and the physical copy of the Notice along with the Postal Ballot Form and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting system only.

  4. The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e., closure of Saturday, March 28, 2026.

  5. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

  6. Members may note that the Notice will also be available on the Company’s website at www.vedantalimited.com, website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin at evoting.kfintech.com.

  7. Members whose e-mail address is not registered and who wish to receive the Notice(s), Annual Report and all other communications by the Company, from time to time may get their e-mail address registered by submitting Form ISR1 to KFin at [email protected] or to the Company at [email protected]. However, for the shares held in demat form, members are requested to write to their respective DPs.

  8. The Board of Directors on Tuesday, March 31, 2026 has approved the appointment of KFin Technologies Limited, as the agency to provide e-voting facility. The instructions for e-voting are provided in the Postal Ballot Notice and Members may cast their vote by following the instructions provided in the Notes to the Notice.

9. The Postal Ballot e-votingfacilitywill be available duringthefollowing period: The Postal Ballot e-votingfacilitywill be available duringthefollowing period:
Commencement of e-voting 9:00 a.m.(IST)on Wednesday,April 08,2026
End of e-voting 5:00 p.m. (IST) on Thursday,May 07,2026
  1. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  2. The Members may please note that the e-voting shall not be allowed beyond the above-mentioned date and time.

  3. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the e-voting by Postal Ballot will be announced within statutory timelines. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, May 07, 2026 subject to receipt of the requisite number of votes in favour of the resolution.

  4. All material documents referred to in the Notice and explanatory statement shall be open for inspection at the Registered Office and Corporate Office of the Company without any fee on all working days (i.e. excluding, Saturdays, Sundays and public holidays) between 9:30 AM (IST) to 6:00 PM (IST) from the date of dispatch of notice upto the date of declaration of results of postal ballot.

  5. All material documents referred to in the Notice and explanatory statement will also be available electronically for inspection without any fee by the Members from the date of circulation of this Notice until the last date of e-voting. Members seeking to inspect such documents can send an e-mail to [email protected].

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  1. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives. Institutional / Corporate Members are requested to send a scanned copy in pdf / jpg format of the Board Resolution / Power of Attorney authorising its representatives to vote pursuant to Section 113 of the Act, through e-mail at [email protected] with a copy marked to [email protected].

16. The procedure for e-voting is as under:

  • i) Method of login / access to Depositories (NSDL / CDSL) e voting system in case of individual members holding shares in demat mode
Type
of
member
Login Method
Individual
members
holding
securities
in
demat mode
with NSDL
A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users:
i.
Visit the e-services website of NSDL eservices.nsdl.com.
ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’
section.
iii. A new page will open. Enter the existing user id and password for accessing IDeAS.
iv. After successful authentication, members will be able to see e-voting services under ‘Value
Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-
voting page will be displayed.
v. Click on company name, i.e., ‘Vedanta Limited’, or e-voting service provider, i.e., KFin.
vi. Members will be re-directed to KFin’s website for casting their vote during the e-voting period.
B. Instructions for those Members who are not registered under IDeAS:
i.
Visit eservices.nsdl.comfor registering.
ii. Select “Register Online for IDeAS Portal” or click at eservices.nsdl.com.
iii. Visit the e-voting website of NSDL www.evoting.nsdl.com.
iv. Once the home page of e-voting system is launched, click on the icon “Login” which is available
under ‘Shareholder / Member’ section. A new screen will open.
v. Members will have to enter their User ID (i.e., the sixteen digits demat account number held
with NSDL), password / OTP and a Verification Code as shown on the screen.
vi. After successful authentication, members will be redirected to NSDL Depository site wherein
they can see e-voting page.
vii. Click on company name, i.e., Vedanta Limited, or e-voting service provider name, i.e. KFin, after
which the member will be redirected to e-voting service provider website for casting their vote
during the e-voting period.
C. NSDL Mobile App
i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR
code for seamless voting experience.

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Type
of
member
Login Method
Individual
members
holding
securities
in
demat mode
with CDSL
A. Instructions for existing users who have opted for Electronic Access to Securities Information (“Easi
/ Easiest”) facility:
i. Visitweb.cdslindia.com/myeasitoken/home/loginorwww.cdslindia.com.
ii. Click on New System MyEasi.
iii. Login to MyEasi option under quick login.
iv. Enter the registered user ID and password for accessing Easi / Easiest.
v. Members will be able to view the e-voting Menu.
vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of
KFin to cast their vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i. Visitweb.cdslindia.com/myeasitoken/home/loginfor registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no. A above to cast your vote.
C. Alternatively, instructions for directly accessing the e-voting website of CDSL
i. Visit www.cdslindia.com.
ii. Provide Demat Account Number and PAN.
iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the
Demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting
link available against the name of the Company, viz., Vedanta Limited’ or select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further
authentication.
Individual
members
login through
their
demat
accounts
/
Website
of
Depository
Participant(s)
A. Instructions for login through Demat Account / website of Depository Participant
i. Members can also login using the login credentials of their demat account through their DP
registered with the Depositories for e-voting facility.
ii. Once logged-in, members will be able to view e-voting option.
i. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website
after successful authentication, wherein they will be able to view the e-voting feature.
ii. Click on options available against Vedanta Limited or KFin.
iii. Members will be redirected to e-voting website of KFin for casting their vote during the
e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password, are advised to use Forgot user ID and Forgot
Password option available at respective websites.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through
NSDL/ CDSL:
Securities held
with NSDL
Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.:1800
1020 990and1800 22 44 30
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at [email protected] or contact at022-
23058738or022-23058542-43
Type
of
member
Login Method
Individual
members
holding
securities
in
demat mode
with CDSL
A. Instructions for existing users who have opted for Electronic Access to Securities Information (“Easi
/ Easiest”) facility:
i. Visitweb.cdslindia.com/myeasitoken/home/loginorwww.cdslindia.com.
ii. Click on New System MyEasi.
iii. Login to MyEasi option under quick login.
iv. Enter the registered user ID and password for accessing Easi / Easiest.
v. Members will be able to view the e-voting Menu.
vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of
KFin to cast their vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i. Visitweb.cdslindia.com/myeasitoken/home/loginfor registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no. A above to cast your vote.
C. Alternatively, instructions for directly accessing the e-voting website of CDSL
i. Visit www.cdslindia.com.
ii. Provide Demat Account Number and PAN.
iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the
Demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting
link available against the name of the Company, viz., Vedanta Limited’ or select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further
authentication.
Individual
members
login through
their
demat
accounts
/
Website
of
Depository
Participant(s)
A. Instructions for login through Demat Account / website of Depository Participant
i. Members can also login using the login credentials of their demat account through their DP
registered with the Depositories for e-voting facility.
ii. Once logged-in, members will be able to view e-voting option.
i. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website
after successful authentication, wherein they will be able to view the e-voting feature.
ii. Click on options available against Vedanta Limited or KFin.
iii. Members will be redirected to e-voting website of KFin for casting their vote during the
e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password, are advised to use Forgot user ID and Forgot
Password option available at respective websites.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through
NSDL/ CDSL:
Securities held
with NSDL
Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.:1800
1020 990and1800 22 44 30
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at [email protected] or contact at022-
23058738or022-23058542-43
Type
of
member
Login Method
Individual
members
holding
securities
in
demat mode
with CDSL
A. Instructions for existing users who have opted for Electronic Access to Securities Information (“Easi
/ Easiest”) facility:
i. Visitweb.cdslindia.com/myeasitoken/home/loginorwww.cdslindia.com.
ii. Click on New System MyEasi.
iii. Login to MyEasi option under quick login.
iv. Enter the registered user ID and password for accessing Easi / Easiest.
v. Members will be able to view the e-voting Menu.
vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of
KFin to cast their vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i. Visitweb.cdslindia.com/myeasitoken/home/loginfor registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no. A above to cast your vote.
C. Alternatively, instructions for directly accessing the e-voting website of CDSL
i. Visit www.cdslindia.com.
ii. Provide Demat Account Number and PAN.
iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the
Demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting
link available against the name of the Company, viz., Vedanta Limited’ or select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further
authentication.
Individual
members
login through
their
demat
accounts
/
Website
of
Depository
Participant(s)
A. Instructions for login through Demat Account / website of Depository Participant
i. Members can also login using the login credentials of their demat account through their DP
registered with the Depositories for e-voting facility.
ii. Once logged-in, members will be able to view e-voting option.
i. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website
after successful authentication, wherein they will be able to view the e-voting feature.
ii. Click on options available against Vedanta Limited or KFin.
iii. Members will be redirected to e-voting website of KFin for casting their vote during the
e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password, are advised to use Forgot user ID and Forgot
Password option available at respective websites.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through
NSDL/ CDSL:
Securities held
with NSDL
Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.:1800
1020 990and1800 22 44 30
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at [email protected] or contact at022-
23058738or022-23058542-43
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  • ii) Method of login / access to KFin e voting system in case of all Members holding shares in physical mode and non-individual members holding shares in demat mode

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Type of Member

Login Method

Members whose A. Instructions for Members whose e-mail IDs are registered with the Company / Depository e-mail IDs are Participant(s) registered with the Company / Members whose e-mail IDs are registered with the Company / Depository Participant(s) will Depository receive an email from KFin which will include details of E-voting Event Number (EVEN), USER ID Participant(s) and password. They will have to follow the following process:

  • i. Launch internet browser by typing the URL: evoting.kfintech.com.

  • ii. Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a Member is registered with KFin for e-voting, they can use their existing User ID and password for casting the vote.

  • iii. After entering these details appropriately, click on “LOGIN” .

  • iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, e-mail ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confidential.

  • v. Members would need to login again with the new credentials.

  • vi. On successful login, the system will prompt the member to select the “EVEN” , viz., Vedanta Limited and click on “Submit” .

  • vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option “ABSTAIN” . If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

  • viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

  • ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case members do not desire to cast their vote on any specific item, it will be treated as abstained.

  • x. Members may then cast their vote by selecting an appropriate option and click on “Submit”.

  • xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once members have voted on the resolution, they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution.

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Type of Member

Login Method

Procedure for Registration of email and Mobile: securities in physical mode

Members whose Procedure for Registration of email and Mobile: securities in physical mode e-mail IDs are not registered with Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/PODthe Company / 1/P/CIR/2024/37, dated May 17, 2024, all holders of physical securities in listed companies shall Depository register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for Participants(s) the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

ISR 1 Form can be obtained by following the link: ris.kfintech.com/clientservices/isc/isrforms.aspx

ISR Form(s) and the supporting documents can be provided by any one of the following modes.

  • a. Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or

  • b. Through hard copies which are self-attested, which can be shared on the address below; or

Name : KFIN Technologies Limited Address: Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032.

  • c. Through electronic mode with e-sign by following the link: ris.kfintech.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: ris.kfintech.com/faq.html

For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

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iii) Method for obtaining user id and password for members who have forgotten the User ID and password
Members Members who have forgotten the user id and password, may obtain / retrieve the same in the manner
who have mentioned below:
forgotten the i. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member
User ID and may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91
password 9212993399
Example for NSDL: MYEPWD IN12345612345678
Example for CDSL: MYEPWD 1402345612345678
Example for Physical: MYEPWD XXXX1234567890
ii. If e-mail ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of
evoting.kfintech.com, the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID
and PAN to generate a password.
iii. Members may send an email request to [email protected]. If the member is already registered
with the KFin e-voting platform, then such member can use his / her existing User ID and password
for casting the vote through e-voting.
iv. Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may
be required.
----- End of picture text -----

  1. In case of any queries, you may refer the Frequently Asked Questions ( “FAQs” ) for shareholders and e-voting User Manual for shareholders available at the download section of evoting.kfintech.com. In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, Deputy Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Gachibowli, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032, India, at email: [email protected] or 1-800-309-4001 (toll free).

  2. KPRISM- Mobile service application by KFin - Members are requested to note that KFin has launched a mobile application - KPRISM and website kprism.kfintech.com for online service to members. Members can download the mobile application, register themselves (one time) for availing host of services, viz., consolidated portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank mandate. Through the mobile application, members can download annual reports, standard forms and keep track of upcoming general meetings and dividend disbursements. The mobile application is available for download from Android Play Store and Google Play Store.

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Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee (“NRC”), on Tuesday, March 31, 2026, approved the appointment of Mr. S.V. Murali Dhar Rao (DIN: 11003912) as an Additional Director, designated as Non-Executive Independent Director of the Company effective from April 01, 2026 subject to the approval of the Members.

Background and Profile of Mr. S.V. Murali Dhar Rao is as follows:

Mr. S.V. Murali Dhar Rao has more than 3 decades of extensive experience in regulating and developing securities market. He joined the Securities & Exchange Board of India (‘SEBI’) in June 1992 and was elevated to Executive Director in July 2012. He superannuated from SEBI in January 2025. During his tenure in SEBI, he served in various capacities across various departments such as Corporation Finance Department (CFD), Market Regulation Department (MRD), Market Intermediaries Regulation & Supervision Department (MIRSD), Investment Management Department (MFs, AIFs, PMS), Foreign Portfolio Investment, Investment Advisors, Proxy Advisors, etc.

Currently, Mr. Rao sits on the Board of Invesco Trustee Private Limited as an Independent Director and Independent member on the board of Kerala Infrastructure Investment Fund Board of Kerala Government. He is also a senior consultant with Khaitan & Co.

Mr. Rao also served as a part time member of National Financial Reporting Authority (NFRA) and on the Board of Governors of Indian Institute of Corporate Affairs (IICA). He also has an experience of serving in various committees of International Organization of Securities Commission (IOSCO).

The area of extensive experience of Mr. Rao includes a pivotal role played by him in promoting growth and development in Mutual Fund industry by introducing measures relating to rationalizing Total Expense Ratio (TER), categorization and rationalization of mutual fund schemes, product labelling, swing pricing mechanism, backstop facility for corporate debt markets etc. He was also instrumental in facilitating measures for ease of doing business for listed and to be listed entities, Reduction of timeline for listing of shares in public issue from T+6 to T+3, Enhanced disclosures and transparency for listed entities including ESG disclosures and assurance.

He is academically qualified with a Master of Commerce (M.Com) and a Master of Business Administration (MBA) and will play a pivotal and strategic role in helping the Company unlock overall value.

In the opinion of the Board, Mr. S.V. Murali Dhar Rao fulfils the criteria of independence as prescribed under the Companies Act, 2013, the rules made thereunder and the Listing Regulations and is independent of the Management of the Company. The Board noted that Mr. Rao’s background, experience and skill set are well aligned with the role, capabilities and competencies identified by the Nomination and Remuneration Committee for an Independent Director.

The Board was satisfied that his appointment is justified, inter alia, for the following reasons:

  • He brings with him rich and diverse experience in securities market regulation, corporate finance, business administration and corporate governance.

  • He possesses deep expertise in capital markets, mutual funds, investment management and corporate finance, which is expected to provide valuable strategic guidance to the Company’s operations and growth initiatives.

  • His experience in driving regulatory reforms and market development equips him to offer effective oversight and strategic direction.

Mr. Rao has also been appointed as a member of the Corporate Social Responsibility Committee and Stakeholders Relationship Committee of the Company.

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The Company has received all statutory disclosures / declarations from Mr. S.V. Murali Dhar Rao, including the following:

  • a. Consent in writing to act as Director in Form DIR-2, pursuant to Section 152(5) of the Act read with Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (the “Appointment Rules” );

  • b. Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under subsection (2) of Section 164 of the Act;

  • c. A declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

  • d. A declaration to the effect he has registered himself with the Indian Institute of Corporate Affairs for inclusion of his name in the Data Bank as per the Rule 6 of the Appointment Rules.

  • e. A declaration that he is not debarred from holding the office of Director by virtue of any SEBI order or any such authority.

Based on the above declarations, Mr. S.V. Murali Dhar Rao fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Rules made thereunder and SEBI Listing Regulations and is independent of the management.

The Company has also received notice in writing from a member under Section 160(1) of the Act, proposing his candidature to the office of Independent Director.

In accordance with the provisions of Section 149 of the Act read with Schedule IV thereto, the appointment of Independent Directors requires approval of the Members. Further, as per Regulation 17(1C) of the Listing Regulations approval of shareholders for appointment or re-appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, and as per Regulation 25(2A) of the Listing Regulations, appointment of an Independent Director shall be subject to the approval of Members by way of a special resolution. Accordingly, the appointment of Mr. S.V. Murali Dhar Rao as a Non-Executive Independent Director requires approval of the Members by passing a special resolution.

In consideration of the above, the resolution seeks approval of the Members by way of a special resolution for appointment of Mr. S.V. Murali Dhar Rao as a Non-Executive Independent Director of the Company for the first term of 1 (one) year effective from April 01, 2026 up to March 31, 2027 pursuant to Sections 149, 150, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory amendment(s), modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation.

Mr. S.V. Murali Dhar Rao will be entitled to receive remuneration by way of sitting fees for attending the Meetings of the Board and Committees as approved by the Board of Directors from time to time and reimbursement of expenses for participation in the Board/Committee meetings. Further, subject to the provisions of the Act & SEBI Listing Regulations, he will also be entitled to commission as per the recommendation of the NRC and Board.

A copy of the letter of appointment, setting out the terms and conditions of his appointment will be available for inspection by the Members.

Save and except Mr. S.V. Murali Dhar Rao and his relatives are deemed to be interested in the aforesaid resolution, to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1.

The Board of Directors accordingly recommends the Special resolution as set out at Item No. 1 of the Notice for the approval of the Members.

Disclosures as required under Regulation 36(3) of the Listing Regulations and SS-2 issued by ICSI are annexed to this Notice.

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Annexure to the Notice of Postal Ballot

Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Secretarial Standard - 2, in respect of the Directors seeking appointment:

Annexure to the Notice of Postal Ballot
Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and in terms of Secretarial Standard - 2, in respect of the Directors seeking appointment:
Name of Director
Mr. S.V. Murali Dhar Rao
Category of Director
Non-Executive Independent Director
Director Identification Number(DIN)
11003912
Age
61
Date of first appointment
April 01,2026
Qualification, Brief resume/Experience (including
expertise in specific functional area, skills and
capabilities required for the role)
As detailed in explanatory statement above.
Terms
and
Conditions
of
appointment/re-
appointment
As detailed in this Notice along with explanatory
statement in Item No. 1 of this Notice.
Remuneration last drawn (including sitting fees, if
any)
Not Applicable
Remuneration proposed to be paid
As detailed in this Notice along with explanatory
statementin Item No.1ofthisNotice.
Shareholding in the Company as on date of Notice
(including shareholding as Beneficial Owner)
Nil
Relationship
with
other
Directors
/
Key
Managerial Personnel/ Managers
None
Number of Board meetings attended during theyear
Not Applicable
Directorship of other Boards as on date of Notice
Public Companies:NIL
Private Limited Companies
1. Invesco Trustee Private Limited
Others
1. Kerala Infrastructure Investment Fund Board of
Kerala Government(Independent Member)
Listed Entities from which he had resigned in the past
threeyears
NIL
Membership/Chairmanship of Committees of the
other Boards as on date of Notice
Audit Committee
1. Invesco Trustee Private Limited – Chairman
Investor Service Committee
1. InvescoTrusteePrivateLimited-Chairman
Justification for choosing the appointee for
appointment as an Independent Director
As detailed in explanatory statement above.
Registered Office:
By Order of the Board of Directors
1stFloor, ‘C’ Wing, Unit 103, Corporate Avenue
Prerna Halwasiya
Atul Projects, Chakala, Andheri (East)
Company Secretary & Compliance Officer
Mumbai – 400 093
Membership No.: ACS 20856
CIN: L13209MH1965PLC291394
E-mail ID: [email protected];
Website:www.vedantalimited.com
Tel: +91 22 6643 4500; Fax: +91 22 6643 4530
Place: New Delhi
Dated: March 31, 2026
Annexure to the Notice of Postal Ballot
Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and in terms of Secretarial Standard - 2, in respect of the Directors seeking appointment:
Name of Director
Mr. S.V. Murali Dhar Rao
Category of Director
Non-Executive Independent Director
Director Identification Number(DIN)
11003912
Age
61
Date of first appointment
April 01,2026
Qualification, Brief resume/Experience (including
expertise in specific functional area, skills and
capabilities required for the role)
As detailed in explanatory statement above.
Terms
and
Conditions
of
appointment/re-
appointment
As detailed in this Notice along with explanatory
statement in Item No. 1 of this Notice.
Remuneration last drawn (including sitting fees, if
any)
Not Applicable
Remuneration proposed to be paid
As detailed in this Notice along with explanatory
statementin Item No.1ofthisNotice.
Shareholding in the Company as on date of Notice
(including shareholding as Beneficial Owner)
Nil
Relationship
with
other
Directors
/
Key
Managerial Personnel/ Managers
None
Number of Board meetings attended during theyear
Not Applicable
Directorship of other Boards as on date of Notice
Public Companies:NIL
Private Limited Companies
1. Invesco Trustee Private Limited
Others
1. Kerala Infrastructure Investment Fund Board of
Kerala Government(Independent Member)
Listed Entities from which he had resigned in the past
threeyears
NIL
Membership/Chairmanship of Committees of the
other Boards as on date of Notice
Audit Committee
1. Invesco Trustee Private Limited – Chairman
Investor Service Committee
1. InvescoTrusteePrivateLimited-Chairman
Justification for choosing the appointee for
appointment as an Independent Director
As detailed in explanatory statement above.
Registered Office:
By Order of the Board of Directors
1stFloor, ‘C’ Wing, Unit 103, Corporate Avenue
Prerna Halwasiya
Atul Projects, Chakala, Andheri (East)
Company Secretary & Compliance Officer
Mumbai – 400 093
Membership No.: ACS 20856
CIN: L13209MH1965PLC291394
E-mail ID: [email protected];
Website:www.vedantalimited.com
Tel: +91 22 6643 4500; Fax: +91 22 6643 4530
Place: New Delhi
Dated: March 31, 2026
Annexure to the Notice of Postal Ballot
Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and in terms of Secretarial Standard - 2, in respect of the Directors seeking appointment:
Name of Director
Mr. S.V. Murali Dhar Rao
Category of Director
Non-Executive Independent Director
Director Identification Number(DIN)
11003912
Age
61
Date of first appointment
April 01,2026
Qualification, Brief resume/Experience (including
expertise in specific functional area, skills and
capabilities required for the role)
As detailed in explanatory statement above.
Terms
and
Conditions
of
appointment/re-
appointment
As detailed in this Notice along with explanatory
statement in Item No. 1 of this Notice.
Remuneration last drawn (including sitting fees, if
any)
Not Applicable
Remuneration proposed to be paid
As detailed in this Notice along with explanatory
statementin Item No.1ofthisNotice.
Shareholding in the Company as on date of Notice
(including shareholding as Beneficial Owner)
Nil
Relationship
with
other
Directors
/
Key
Managerial Personnel/ Managers
None
Number of Board meetings attended during theyear
Not Applicable
Directorship of other Boards as on date of Notice
Public Companies:NIL
Private Limited Companies
1. Invesco Trustee Private Limited
Others
1. Kerala Infrastructure Investment Fund Board of
Kerala Government(Independent Member)
Listed Entities from which he had resigned in the past
threeyears
NIL
Membership/Chairmanship of Committees of the
other Boards as on date of Notice
Audit Committee
1. Invesco Trustee Private Limited – Chairman
Investor Service Committee
1. InvescoTrusteePrivateLimited-Chairman
Justification for choosing the appointee for
appointment as an Independent Director
As detailed in explanatory statement above.
Registered Office:
By Order of the Board of Directors
1stFloor, ‘C’ Wing, Unit 103, Corporate Avenue
Prerna Halwasiya
Atul Projects, Chakala, Andheri (East)
Company Secretary & Compliance Officer
Mumbai – 400 093
Membership No.: ACS 20856
CIN: L13209MH1965PLC291394
E-mail ID: [email protected];
Website:www.vedantalimited.com
Tel: +91 22 6643 4500; Fax: +91 22 6643 4530
Place: New Delhi
Dated: March 31, 2026
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Place: New Delhi Dated: March 31, 2026

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