KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on Jun 25, 2026 >>  ABB India 6994.05  [ 0.51% ]  ACC 1338.7  [ -0.53% ]  Ambuja Cements 423.6  [ -0.76% ]  Asian Paints 2645.85  [ -0.80% ]  Axis Bank 1376.55  [ -0.55% ]  Bajaj Auto 9842  [ 0.95% ]  Bank of Baroda 279.25  [ -0.21% ]  Bharti Airtel 1850.15  [ -1.43% ]  Bharat Heavy 402.4  [ -0.16% ]  Bharat Petroleum 309.85  [ -1.85% ]  Britannia Industries 5237.25  [ -0.47% ]  Cipla 1440.3  [ 0.21% ]  Coal India 435.4  [ -1.44% ]  Colgate Palm 1992.5  [ 1.31% ]  Dabur India 423.85  [ -0.06% ]  DLF 621.6  [ 0.63% ]  Dr. Reddy's Lab. 1350  [ 1.63% ]  GAIL (India) 172.75  [ -1.26% ]  Grasim Industries 3125.95  [ -0.09% ]  HCL Technologies 1101.45  [ -1.07% ]  HDFC Bank 796.05  [ 0.37% ]  Hero MotoCorp 4896.55  [ 0.00% ]  Hindustan Unilever 2173.25  [ 0.72% ]  Hindalco Industries 952.7  [ -2.44% ]  ICICI Bank 1387.9  [ 1.01% ]  Indian Hotels Co. 720.1  [ -0.70% ]  IndusInd Bank 918.8  [ -0.93% ]  Infosys 1041.4  [ -1.42% ]  ITC 290.05  [ -0.07% ]  Jindal Steel 1058.9  [ -2.87% ]  Kotak Mahindra Bank 409  [ 0.74% ]  L&T 4219.95  [ 0.90% ]  Lupin 2342.15  [ -1.08% ]  Mahi. & Mahi 3181.8  [ 3.82% ]  Maruti Suzuki India 13741.75  [ 3.69% ]  MTNL 30.13  [ -1.63% ]  Nestle India 1403.05  [ 1.52% ]  NIIT 100.58  [ -2.81% ]  NMDC 84.85  [ -0.95% ]  NTPC 352.15  [ -1.36% ]  ONGC 233.2  [ -2.85% ]  Punj. NationlBak 107.85  [ 0.14% ]  Power Grid Corpn. 283.95  [ -2.36% ]  Reliance Industries 1318.25  [ 0.35% ]  SBI 1045.15  [ 1.01% ]  Vedanta 273.4  [ -3.19% ]  Shipping Corpn. 311.9  [ -3.45% ]  Sun Pharmaceutical 1862.15  [ -0.67% ]  Tata Chemicals 746.25  [ 2.56% ]  Tata Consumer 1131.05  [ 3.01% ]  Tata Motors Passenge 353.2  [ 1.03% ]  Tata Steel 188.7  [ -0.76% ]  Tata Power Co. 389.05  [ -0.97% ]  Tata Consult. Serv. 2095.6  [ -0.62% ]  Tech Mahindra 1436.65  [ -1.68% ]  UltraTech Cement 11493.3  [ 0.48% ]  United Spirits 1384.65  [ 1.90% ]  Wipro 175  [ 0.32% ]  Zee Entertainment 111.37  [ -3.64% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

VEDANTA LTD.

25 June 2026 | 12:00

Industry >> Mining/Minerals

Select Another Company

ISIN No INE205A01025 BSE Code / NSE Code 500295 / VEDL Book Value (Rs.) 126.97 Face Value 1.00
Bookclosure 28/03/2026 52Week High 795 EPS 44.47 P/E 6.15
Market Cap. 106929.56 Cr. 52Week Low 269 P/BV / Div Yield (%) 2.15 / 12.43 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the Integrated Report (prepared in accordance with the framework prescribed by the International Integrated Reporting Council) along with the Annual Standalone and Consolidated Financial Statements for the financial year ended 31 March 2026 of Vedanta Limited ("Vedanta" or the "Company").

ABOUT US: COMPANY BACKGROUND AND VALUES

Vedanta Limited, a subsidiary of Vedanta Resources Limited ("VRL”), is among the world's leading natural resources, critical minerals, energy and technology companies, with operations spanning across India, South Africa, Namibia, Liberia, UAE, Saudi Arabia, Korea, Taiwan and Japan.

Over the years, your Company has established itself as a diversified natural resources and technology conglomerate, with a strategic focus on large-scale portfolio expansion in India, supported by operational excellence benchmarked to global standards. For over two decades, Vedanta has played a meaningful role in nation-building, contributing significantly to the national exchequer and generating large-scale employment opportunities, thereby supporting the growth of the Indian economy.

Vedanta is a uniquely diversified Company across the natural spectrum and produces commodities that are vital for global decarbonisation and materials intensive energy transition. The Company has significant operations in Oil & Gas, Zinc, Lead, Silver, Copper, Iron Ore, Steel, Nickel, Aluminium, Power & Glass Substrate and foraying into electronics and display glass manufacturing. Through exploration, discovery, sustainable development and utilisation of diversified natural resources, Vedanta strives to create long-term value for all our stakeholders. The Company's steadfast focus remains on delivery and operational excellence while increasing technology adoption and digitalisation to enhance profitability and deliver metals of the future.

Responsible growth remains central to Vedanta's strategic priorities, underpinned by a strong commitment to good governance and maintaining its social licence to operate. The Company demonstrates world-class standards of governance, safety, sustainability, and social responsibility. It is our fundamental values of "Trust, Entrepreneurship, Innovation, Excellence, Integrity, Care and Respect” that guide decision-making and form the foundation of the Company's operations and stakeholder engagements.

India represents Vedanta's largest market and remains one of the world's most stable and fastest-growing economies. The continued resilience and growth of the Indian economy provide a strong platform for the Company's long-term business performance.

Transforming for the Future

Your Company continues to foster structurally low-cost and diverse assets with excellent potential, which fuel our growth ambitions. Our investments in smarter processes, industryleading efficiencies, empowerment of our people, and strong corporate governance enable us to address the evolving needs of society and the economy.

Vedanta's strategic decisions are supported by strong cashflows, disciplined capital allocation and focus on sustainability in everything we do. We cater to diverse consumer markets for their primary material needs and are leaders in the segments we operate in. Through a responsible business model that generates economic, human and social value, Vedanta is well positioned to partner in India's journey towards greater self-reliance.

KEY DEVELOPMENTS: BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements of the Company for the financial year ended 31 March 2026, prepared as per Indian Accounting Standards ("Ind AS”) and in accordance with the provisions of the Companies Act, 2013 (the "Act”) and Securities and Exchange Board of India ("SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) forms part of this Annual Report.

ESG HIGHLIGHTS

Over the years with various acquisitions, the Company has surplus real estate. While historically, the Company was carrying limited activities to exploit such real estate, during the year, the Company has initiated steps for a more productive utilisation through increased focus on real estate activity. The Company is also evaluating options to unlock value from its real estates.

In FY 2025-26, your Company continued to consolidate the transformative ESG agenda for the organisation by focussing on strengthening the governance structure, streamlining KPIs, and regularly reviewing the implementation process for the targeted projects that will help us achieve our short team, medium term, and long-term goals.


PROJECTS AND EXPANSION PLAN

Projects constitute a fundamental growth catalyst for our Group, as our expansion aspirations are significantly differentiated from those of global peers.

Hindustan Zinc Limited ("HZL"):

As HZL advances in the journey towards 2 MTPA integrated metal expansion, several projects have been undertaken throughout the year:

•    160 KTPA roaster project at Debari commissioned;

•    A lead-silver recovery plant based on hot acid leaching technology is under progress in Dariba and is expected to be completed by Q1 FY 2026-27, which enables

a recovery of 27 TPA additional silver and 6 KTPA additional lead;

•    Cellhouse debottlenecking completed at Dariba Smelting Complex and Chanderiya Lead-Zinc Smelter, enhancing the metal capacity by 21 KTPA;

•    Bamnia Kalan Mine project in under progress with ongoing excavation work for box-cut of portal;

•    The 510 KTPA fertiliser plant is under progress and is expected to be completed by Q2 FY 2026-27;

•    In June 2025, the Board has approved plans for expanding the integrated refined zinc capacity by 250 KTPA along with associated mining & milling capacity with an investment of ? 12,000 crore. Key Engineering Procurement and Construction ("EPC") partners were locked in, and detailed engineering is in progress with expected completion by Q2 FY 2028-29;

•    In August 2025, the Board has approved India's first zinc tailings reprocessing plant at Rampura Agucha with a feed capacity of 10 MTPA and an investment of ? 3,823 crore. Detailed engineering with EPC partners has been completed and Key partners have been locked in, with expected completion of project by Q4 FY 2027-28;

•    In January 2026, the Board has approved a capex of ? 1,100 crore for exploration activities related to the 2x growth plan, with a target to increase the metal reserves from current 13 MnT to 50 MnT, primarily through Zawar and Rajpura Dariba clusters, thereby maintaining a strong reserves and resource base with a mine life of over 25 years.

While the 250 KTPA integrated refined zinc capacity expansion and the tailings reprocessing plant fall under Phase 1 of the overall plan towards doubling the capacity, further projects forming the Phase 2 will be announced, as and when they are approved by the Board.

Aluminium:

We are currently India's largest primary Aluminium producers and aim to be among the top 5 producers globally with expansion to 3 MTPA capacity along with 100% backwards vertical integration. Environmental Clearance ("EC”) has been recommended by the Ministry of Environment, Forest and Climate Change for the Sijimalli bauxite block with an estimated reserve of 310 million tonnes of bauxite. We expect to commence the mining activities in the first quarter of FY 2026-27. Lanjigarh refinery has successfully commissioned its expansion from 2 to 5 MTPA, taking its first alumina from Train-1 in March 2024 and from Train-2 in October 2025. With this, the overall capacity has increased from 2 to 5 MTPA, and full ramp up is expected to be completed by FY 2026-27. With this refining capacity in place, effectively reducing the dependency on imported alumina procurement and its price fluctuation.

Expansion activities are in full swing at Bharat Aluminium Company Limited ("BALCO”) and the 0.435 MTPA project. BALCO achieved significant milestones during FY 2025-26, marked by the successful production of first metal on 06 October 2025 from India's highest 525 KA smelter. We are also committed to our objective of producing 100%

Value Added Products ("VAP”). As a part of our growth project BALCO successfully started 50 KTPA Wire Rod Mill, 90 KTPA Primary Foundry Alloy ("PFA”) line, and 50% of the 424 KTPA Billet line. This would enable us to cater to the rapidly growing domestic demand from sunrise sectors such as EVs, Renewable Power, Defense & Aerospace. In coming financial year, the entire project will be completed making BALCO capable of producing 1 MTPA Aluminium, positioning the company among 4th largest single site Aluminium producing facility (excluding China).

For Coal, the Jamkhani coal mine commenced production in FY 2023-24 is now producing at its approved capacity. We also expect to commence production at Kuraloi A North in Q1 FY 2026-27, Ghogharpalli in Q3 FY 2026-27 and Barra is also on the pipeline. These mines would comfortably enable us to achieve 100% coal security.

Vedanta Zinc International ("VZI"):

In line with our vision of increasing MIC from 300 KTPA to 500 KTPA, we are constructing the 200 KTPA expansion Phase - II unit at Gamsberg, Northern Cape, South Africa. The current expansion activities at Gamsberg will further enhance the mining capability and processing capacity to double the current volumes.

The project has entered the construction finishing phase, with unit-wise commissioning currently in progress. Overall project completion stands at 93.7%. Ore-feeding trials from the crusher to Phase-1 have been successfully completed. Water trials and initial ore charging are targeted for July 2026, with full ramp up planned by September 2026. During

peak operations, the project is expected to generate ~400 permanent jobs.

In line with our vision on Value from Waste creation, the iron ore project was realised for Black Mountain Mining (Proprietary) Limited ("BMM”). However, considering certain constraints the 700 KTPA Iron Ore Plant is deferred and now expected to be completed in FY 2027-28. BMM in parallel, is exploring further opportunities with strategic partners for earlier completion of the project. This project will create a new product line (Magnetite: Fe = 68%) over & above the base metals produced by BMM. The project will also generate employment for ~400 people during construction and ~250 jobs during operations. The project remains a major ESG initiative for VZI.

In addition, VZI is progressing with a 40 MW renewable energy wheeling project with Independent Power Producer without capital investment for BMM complex. The Power Purchase Agreement ("PPA”) is under discussion with the Independent Power Producer ("IPP”) with the PPA expected to be finalised by end of April 2026. This initiative is projected to reduce the power cost to approximately ZAR 1.45/kWh after two years post-COD (Q2 FY 2027-28), compared to the projected Eskom tariff of around ZAR 2.32/ kWh. Further, the 20 year aggregation tenure will ensure long-term price stability and is expected to result in potential savings of approximately ZAR 8 billion.

ESL Steel Limited ("ESL'):

The 3.5 MTPA hot metal expansion marks a significant milestone in strengthening ESLs long-term growth roadmap. The project incorporates a new 1,264 m3 Blast Furnace, supported by a 0.5 MTPA Coke Oven Plant, an 800 TPD Oxygen Plant, two 75 TPH Waste Heat Recovery Boilers, and essential auxiliary facilities. Parallelly, the development of a 10 MTPA Raw Material Handling System and dedicated railway connectivity from the public siding to the plant will ensure seamless, reliable, and cost-efficient movement of materials across the value chain. The addition of a

0.18 MTPA Ductile Iron Pipe Plant will further enhance the VAP portfolio and strengthen ESLs product diversification.

Aligned with our strategic vision, we remain committed to achieving 100% VAP production, improving our product mix, enhancing margins, and reinforcing long term competitiveness. A conceptual study is underway to enable full conversion of hot metal into VAPs, deepening value chain integration and supporting margin accretion.

Project execution continues to progress well, highlighted by the successful commissioning of one Stacker-cum-Reclaimer — an important step toward strengthening material handling readiness. Mechanical completion of the 0.5 MTPA Horizontal Coke Oven Plant and the 800 TPD Oxygen Plant is also nearing. Upon completion, this expansion will position ESL firmly within the industry's lowest cost quartile while boosting its presence in long products and ductile pipe segments.

Ferro Alloys Corporation Limited ("FACOR"):

In alignment with our vision of becoming India's largest Ferrochrome producer by FY 2028-29, we have embarked on three pivotal projects. Firstly, our 330 KTPA Ferrochrome plant project, which will enhance our total plant capacity to 500 KTPA, making us one of India's largest producer of Ferrochrome by FY 2028-29. The second is our 1.5 MTPA underground mines project and the third is our 600 KTPA concentrator project.

We have achieved a key milestone by securing all statutory compliances across all three projects. For the 330 KTPA ferrochrome plant, all supplies equipment has been received at site; EPC partner have been mobilised on the site. In the 1.5 MTPA underground project, 1,817 meters of development has been completed, with first tonne of ore targeted for Q1 FY 2026-27. Engineering for the 600 KTPA concentrator plant has been completed; the first batch of equipment has arrived at site, and the construction partner groundbreaking work has been completed.

Iron Ore Business:

VAB: VAB continued its transition towards a more diversified, value-accretive and cost-efficient product portfolio.

Building on the Ductile Iron Pipe Project contract secured in December 2023, civil works are nearing completion, while structural works and equipment erection are in progress. Project is targeted for commissioning in Q2 FY 2026-27.

The project is a key future value-accretive initiative for downstream integration and margin enhancement.

River fleet Shipping and Ports ("RFS"): In FY 2025-26, coastal shipping capacity was expanded to 0.3 MTPA through the addition of three IVSOC (Inland Vessel statement of compliance) - compliant barges, up from one vessel earlier. This enhanced fleet capability enables transportation of cargo along the west coast of India, improving logistics flexibility and coastal movement efficiency.

Under Project Uday, a trial solar-powered auxiliary energy system was commissioned successfully on MV Mogri in FY 2025-26, reducing ~6.5 tonnes of CO2e emissions and saving ~2,500 litres of diesel, equivalent to planting nearly 300 trees per year. The same will be horizontally deployed on 20 Barges reducing ~130 tonnes of CO2e emissions annually.

Nicomet:

Vedanta Nicometis currently the sole producer of primary nickel in India, with an installed capacity of 6 KTPA. As India advances its vision of Atma Nirbhar Bharat, the Company is committed to strengthening domestic capabilities in the critical minerals sector and reducing dependence on imports.

In line with this national objective, the Government of India has recently issued a press release outlining incentives for

the critical minerals industry, including capital-linked and turnover-linked subsidies. These measures are expected to significantly enhance domestic value addition and encourage large-scale investments in mineral processing and refining infrastructure.

Aligned with this policy direction and the growing domestic demand for nickel, the Company is in the process of establishing a state-of-the-art nickel refinery with a proposed capacity of 50 KTPA. This strategic expansion will enable Vedanta Nicomet to cater to the entire domestic demand for nickel cathodes, thereby substantially reducing India's reliance on imports and reinforcing the Company's position as a key contributor to the nation's self-reliance goals.

Cairn Oil & Gas ("Cairn"):

Aspires to contribute 50% of India's domestic Oil & Gas production through technology-based exploration success and integrated development strategy. During FY 2025-26, 46 new wells have been drilled to sustain production growth.

Key progress includes Deep Gas drilling with multiple zones encountered and testing underway, Tight Oil drilling initiated and exploration success at Ambe with accelerated development plans across the Greater Ambe area and OALP-IX blocks. The North-East campaign is set to commence in April 2026 with Rudra appraisal and SP-1 prospects matured for drilling, while Deepwater prospects have been derisked and progressed to drill-ready stage, strengthening Cairn's long-term exploration and growth pipeline.

Key technology initiatives deployed across projects include:

•    Advanced Deep Gas Drilling: Cairn has deployed an international advanced rig to unlock the Deep Gas portfolio, enabling safe and efficient drilling in complex HP-HT conditions. Managed Pressure Drilling ("MPD”) was used to drill wells beyond 4,000 meters, ensuring wellbore stability and operational excellence;

•    Conductor Supported Platform ("CSP"): Implemented in Ambe using a Jack-up rig, CSP technology enables lightweight, modular shallow-water platforms by utilising drilling conductors. This significantly reduces offshore development timelines and costs, in collaboration with 2H Engineering;

•    Controlled Source Electromagnetics ("CSEM"):

Successfully executed in the KG Deepwater block using technology from Electromagnetic Geoservices ASA ("EMGS”), improving subsurface imaging and strengthening prospect ranking while reducing exploration risk;

•    AI / GenAI Digital Platform - iCairn: Cairn has rolled out enterprise-wide AI/ML and GenAI solutions for multiple enterprise solutions, research including safety monitoring, predictive equipment analytics, and automated knowledge extraction to enable faster, data driven decision-making;

•    Cableless (Stryde) Nodes: Deployed in Northeast seismic surveys, enabling low-footprint, resource-efficient operations with reduced time requirements, delivered in partnership with Africa Geophysical Services ("AGS”).

•    Next Generation Machine Learning and High Performance Computing Tools for subsurface:

Several Proofs of Concept ("POCs”) were executed across seismic, rock physics, and quantitative interpretation workflows:

-    Sharp Reflection (CMG): A cloud based HPC seismic imaging and reservoir characterisation tool that accelerates processing by 20-30x. Tested in Aishwariya and KG Deepwater, it significantly enhanced seismic imaging and interpretation quality;

-    Paleoscan by Eliis: A machine-learning-powered seismic interpretation tool already in use. Its new AI Hub module provides automated fault detection, advanced fault extraction, and seismic stratigraphic segmentation, successfully applied in the V&V and KG Deepwater areas;

-    CoFlow (CMG): An integrated modeling platform applied in the Ambe project for optimising

field development and production planning in shallow-water assets.

•    Cairn Hydrocarbon Portfolio Management System ("CHPMS"): Developed on the Quorum digital platform, the system integrates multiple processes into a unified environment for Resource and Reserves ("R&R”) modeling, economic analysis, and assurance. It provides a precise, auditable R&R repository and has improved planning and analysis efficiency by 30%;

•    Micro-seismic technology: Partnered by Baker Hughes, micro-seismic monitoring network in surface and boreholes is being utilised for geomechanics and geohazards in our oil and gas fields in Rajasthan;

•    Data Driven Reservoir Management ("DDRM"): A

centralised platform integrating real-time production data, predictive analytics, and automated workflows to optimise reservoir performance and improve recovery;

•    Advanced Process Control ("APC"): Deployed across key facilities to optimise artificial lift operations, stabilise header pressure, maximise Electrical Submersible Pump/ Progressing Cavity Pump ("ESP/PCP”) efficiency, and ensure consistent gas quality;

•    Digital Twin & APC: Digital twin models and advanced process control systems for subsurface have

been deployed to maximise production, stabilise operations, and reduce losses across artificial lift and processing systems;

•    Drones: Utilised for transmission line inspections, tank monitoring, and LiDAR-based land surveys, enhancing safety, terrain mapping, and inspection efficiency;

• Radio Frequency Identification ("RFID") Smart

Inventory: India's first RFID-enabled oil & gas inventory solution, managing 3.5 M+ items with real-time tracking, automated verification, and secure material movement across assets.

MINERAL BLOCKS & MINING ACQUISITIONS

In wake of the ever-growing need for critical minerals in the economy and the enhanced significance of harnessing the country's potential of production of these critical minerals, Vedanta Group (the "Group”) actively participated in the Critical Mineral Auctions conducted by Ministry of Mines, Government of India in FY 2025-26.

The Group was declared as the Preferred Bidder for Composite Licenses for the below-mentioned critical mineral blocks in India in FY 2025-26:

S.

No.

Name of the block State

1

Jhandawali - Satipura Amalgamated Rajasthan Potash and Halite Block

2

Nawatola-Laband Rare Earth Elements Uttar Pradesh (REE) block

Letter Of Intent ("LOI”) has been received by HZL, Company's flagship subsidiary for above mentioned blocks.

Apart from above, Company was declared as Preferred Bidder for below mentioned mineral blocks in India in FY 2025-26:

S.

No.

Name of the block Type of License

State

1

Punnam Manganese Composite License Block

Andhra

Pradesh

2

Janthakal Iron Ore Mine Mining Lease

Karnataka

3

Karnapodikonda Bauxite Mining Lease block

Odisha

LOI has been received by Company for Punnam Manganese Block and Janthakal Iron Ore Mine, while remaining one is being followed up for issuance.

Additionally, Company has been selected as Preferred Bidder and has received Exploration License for "Jabal Sayid License Area 1” in Kingdom of Saudi Arabia.

SIGNIFICANT EVENTS OF THE COMPANY Demerger of Diversified businesses unlocking significant value

The Board of Directors, in its meeting held on 29 September 2023, had approved a Scheme of Arrangement ("the Original Scheme") for demerger of various businesses of the Company, namely, demerger of the Company's Aluminium (represented by the Aluminium segment), Merchant Power (represented by the Power segment), Oil & Gas (represented by the Oil and Gas segment), Base Metals (represented by the Copper and Zinc International segment) and Iron Ore & Steel (represented by Iron Ore segment and Steel and Cement business) Undertakings, resulting in 6 separate

companies (including Vedanta Limited, being the demerged Company), with a mirrored shareholding and consequent listings at BSE Limited and National Stock Exchange of India Limited ("the Stock Exchanges"). The Stock Exchanges gave their no-objection to the Scheme.

A first motion application, in respect of the Original Scheme, was filed by demerged company (i.e., Vedanta Limited) and four resulting companies {i.e., Vedanta Aluminium Metal Limited ("VAML'), Malco Energy Limited ("'MEL'), Vedanta Base Metals Limited ("VBML') and Vedanta Iron and Steel Limited ("VISL')} before the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") on 06 August 2024 ("VEDL First Motion").

The Hon'ble NCLT by way of its order dated 21 November 2024 ("VEDL NCLT Order") inter alia:

i.    directed the Company to convene a meeting of its equity shareholders, secured creditors and unsecured creditors within 90 days of the date of receipt of

the Order;

ii.    directed MEL to convene a meeting of its secured and unsecured creditors within 90 days of the date of receipt of the Order;

iii.    dispensed with the meeting of equity shareholders of VAML, MEL, VBML and VISL; and

iv.    dispensed with the meeting of secured and unsecured creditors of VAML, VBML and VISL.

In December 2024, Vedanta Limited and five other resulting companies decided not to proceed with implementation of Part V of the Original Scheme, i.e. demerger of Base Metal undertaking into VBML, along with making appropriate updates to the Original Scheme ("Scheme"). The nonimplementation of the demerger of the Base Metals undertaking shall not affect any other parts of the Original Scheme described above. In compliance with VEDL NCLT Order, the meetings were held on 18 February 2025 and the Scheme (with modification to exclude demerger of Base Metals Undertaking) was approved by the equity shareholders, secured creditors and unsecured creditors of the Company, as well as the secured and unsecured creditors of MEL. On 5 March 2025, Vedanta Limited along with VAML, MEL and VISL, filed a second motion petition before the Hon'ble NCLT inter alia seeking sanction of the Scheme. After multiple hearings with the Hon'ble NCLT, the Scheme was approved by the Hon'ble NCLT vide its order dated 16 December 2025.

Further, a separate first motion application was filed by Talwandi Sabo Power Limited ("TSPL"), one of the resulting companies, with the Hon'ble NCLT. Mumbai on 22 October 2024 ("TSPL First Motion") for demerger of Merchant Power Undertaking of the Company, since TSPLs Registered Office ("RO”) was in the process of being changed from Mansa (Punjab) to Mumbai (Maharashtra) at the time of filing VEDL First Motion. The Hon'ble NCLT by way of its order dated 17 October 2025 inter alia directed (i) dispensation

of the meeting of equity shareholders of TSPL; and (ii)

TSPL to convene a meeting of the secured creditors and unsecured creditors within 90 days of the date of receipt of the order. The meetings were held on 21 November 2025, and the Scheme was approved by the secured creditors and unsecured creditors of TSPL. On 25 November 2025, TSPL filed a second motion petition before the Hon'ble NCLT inter alia seeking sanction of the Scheme. The Scheme was approved by the Hon'ble NCLT in TSPLs second motion petition vide its order dated 09 January 2026.

The Board of Directors, at its meeting held on 20 April 2026, has inter alia, approved the following:

a)    To make the Scheme effective on 1 May 2026; and

b)    In consultation with VAML, TSPL, MEL and VISL, the Board has fixed 1 May 2026, as the record date for determining the shareholders eligible to receive consideration pursuant to the Scheme.

The scheme of demerger along with the supporting documents can be accessed at www.vedantalimited.com.

Scheme of Arrangement between Vedanta Limited and its Shareholders under Section 230 and other applicable provisions of the Companies Act, 2013

The Board of Directors of the Company, basis the recommendation of the Audit & Risk Management Committee and Committee of Independent Directors of the Company, at its meeting held on 29 October 2021, approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”). The Scheme provides for capital reorganisation of the Company, inter alia, providing for transfer of amounts standing to the credit of the General Reserves (as defined in the Scheme) to the Retained Earnings (as defined in the Scheme) of the Company with effect from the Appointed Date.

The National Company Law Tribunal, Mumbai Bench ("NCLT”) vide its order dated 26 August 2022 ("NCLT Order”) inter alia, directed the Company to convene meeting of its equity shareholders to seek their approval to the Scheme; and file consent affidavits of all the secured creditors and unsecured creditors of at least value of 90% of unsecured creditors, at the time of filing the Company Scheme Petition

In this regard, a meeting of the equity shareholders of the Company was held on 11 October 2022, and the proposed Scheme was approved by the equity shareholders with requisite majority.

The Scheme was pending before the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT”). Since the scheme was pending for over two years and had faced procedural challenges, including the requirement to obtain consent affidavits from all secured creditors and at least 90% in value of unsecured creditors which was beyond

the requirement stipulated in the law and also considering, the ongoing demerger process, the Company consciously refrained from initiating discussions with lenders on the Scheme for transfer of General Reserve to Retained Earnings, so as not to create parallel dialogues that may leac to confusion or misalignment.

In view of the above, the Board of Directors, at its meeting held on 31 July 2025, decided not to pursue the aforesaid Scheme at this stage, subject to the approval of the Hon'ble NCLT.

Hon'ble NCLT vide its order dated 13 August 2025, granted permission for the withdrawal of the Company Petition to the Scheme, which was published on its website at approximately 2:00 p.m. on 29 August 2025. Accordingly, both the Company Petition and the Scheme stand withdrawn.

The complete details can be accessed at www.vedantalimited.com.

Offer for Sale of Shares of Hindustan Zinc Limited ("HZL")

Vedanta Limited launched an Offer for Sale ("OFS") of up to 33.5 million equity shares of Hindustan Zinc Limited (0.79% of the total shares outstanding), with an oversubscription option of up to an additional 33.5 million shares. On 28 January 2026 and 29 January 2026, the Company completed the sale of 4,75,77,066 equity shares of face value of ? 2 each held in HZL (representing 1.13% of the tota issued and paid-up Equity Share capital of the Company), by way of an offer for sale through the stock exchange mechanism, in accordance with the "Master Circular for Stock Exchanges and Clearing Corporations” issued by SEBI through its Master circular no. SEBI/HO/MRD-PoD2/ CIR/P/2024/00181 dated 30 December 2024, as amended.

Post the completion of OFS, the shareholding of the Company stands at 60.71% of the total issued and paid-up Equity Share capital of HZL.

Divestment of 1.6% stake in HZL

The Company on 18 June 2025 announced that it has sold 66.7 million shares in Hindustan Zinc Limited, a subsidiary of the Company, to institutional investors by way of an accelerated bookbuild process, representing 1.6 per cent of the issued ordinary share capital. The gross proceeds from the sale of shares amount to ? 3,028 crore. As the company was actively progressing towards the demerger, this capital raise was helpful in de-leveraging the balance sheet and enhancing the financial flexibility, enabling each of the demerged entities to pursue their independent growth plans. This transaction reflected continued investor confidence in Vedanta's strategic direction, particularly the progress made over recent quarters in delivering record production, driving cost efficiencies, and execution of its deleveraging and demerger initiatives aimed at long term value creation for all stakeholders.

Acquisition of Incab Industries Limited

Incab Industries Limited ("Incab”) is a private limited company based in Kolkata and is engaged in the manufacturing of power cables and industrial wires, with copper and aluminium serving as its primary raw materials. The Hon'ble National Company Law Tribunal ("NCLT”), vide its order dated 03 December 2025, approved the Resolution Plan submitted by the Company for the acquisition of Incab under the Corporate Insolvency Resolution Process ("CIRP”), in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Pursuant to the said order, the Company has remitted consideration of ? 590.5 crore towards the implementation of the approved Resolution Plan.

The acquisition is expected to deliver vertical forward integration benefits and downstream operational synergies for the Company. Additionally, Incab's Pune facility is located approximately 300 Kilometres from Vedanta's Silvassa copper unit, further enhancing logistical efficiency and integration opportunities within the Group.

RESEARCH & DEVELOPMENT STRATEGIES

Research and Development ("R&D”) is a key pillar of Vedanta's growth strategy, underpinning our ability to remain competitive in a dynamic business environment. Through sustained investment in R&D, the Company focusses on developing innovative products and solutions aligned with evolving customer needs. These efforts support continuous improvements in product quality, cost optimisation, and operational efficiency. R&D also enables Vedanta to differentiate its offerings, strengthen its competitive positioning, and sustain long-term value creation.

In Aluminium business, our R&D team has been working on broadly four verticals viz. value-added products, waste to wealth, process optimisation and decarbonisation.

The innovative projects are carried out in partnership with premier academic and research institutes as well as startups.

One patent on lead free sustainable aluminum alloy was granted this year. We have also filed 4 new patents for 3 new value-added Aluminum alloy products developed in collaboration with Council of Scientific and Industrial Research("CSIR”)-National Metallurgical Laboratory ("NML”), Jamshedpur and IIT Kharagpur. (1) Development of a High Temperature Low Sag ("HTLS”) alloy conductor wire rod for high performance overhead power transmission,

(2)    High Temperature Resistance Cast Grade Aluminum rare earth alloy for automotive engine application, and

(3)    Ultra-high Strength (equivalent to 2024) and weldable 5XXX-Sc Aluminum alloy catering to the requirements of defense, aerospace, marine, and strategic sectors to replace import substitution. We are also working on development of modified A356 alloy for four-wheeler applications

with CSIR-NML and development of A354 alloy for turbo engines with CSIR-Institute of Minerals and Materials Technology ("IMMT”).

Process Optimisation & Decarbonisation: Vedanta's R&D is committed and aligned with the organisational goal of reducing Cost of Production ("CoP”) by process improvement initiatives which includes increasing productivity, reducing power consumption & decarbonisation initiatives. A patent has been granted on a process for energy efficient recovery of alumina and iron from bauxite ore together with IIT Kharagpura new process has been developed in collaboration with CSIR-IMMT, Bhubaneswar for extracting Alumina from spent liquor which increases the alumina productivity further. Reducing entrapped soda in alumina crystals helps to reduce Aluminium fluoride (AIF3) consumption in smelter. We have been working to improve productivity of Alumina Trihydrate (ATH) and reduce soda entrapment using state-of-the-art mathematical modelling tools. Projects on life enhancement of equipment parts and indigenisation of imported components are also being worked upon.

Waste to Wealth utilisation: Vedanta Aluminum R&D has collaborated with multiple research organisations and established the process to convert fly ash into effective cementitious material to be used in construction sector. Further R&D is collaborating with National Rice Research Institute ("NRRI”) Cuttack for exploring opportunities of acidic soil remediation with fly ash mix in parts of western Odisha for increasing the productivity of rice cultivation. The recycling projects on various carbon wastes are maturing and graduating to commercialisation. We are also part of Centre of Excellence under National Critical Mineral Mission ("NCMM”) together with CSIR-NML and CSIR-IMMT.

During FY 2025-26, Vedanta Aluminium continued its participation in the NITI Aayog, Government of India-anchored consortium project on holistic red mud utilisation, working closely with Jawaharlal Nehru Aluminium Research Development and Design Centre ("JNARDDC”), CSIR NML, CSIR IMMT and Bhabha Atomic Research Centre ("BARC”). We also evaluated a 5 Tonnes Per Day (TPD) pilot with Entity 1 Private Limited to recover silica and aluminium from red mud and to assess the technical and commercial feasibility of the process. In parallel, we advanced feasibility work for iron extraction from red mud using the Super Plasma Arc Furnace ("SPAF”) route and carried out trials aimed at reducing bauxite residue generation through iron extraction from bauxite, targeting around a 22% reduction.

On the utilisation front, we progressed soil amelioration and cultivation development on red mud areas with Indian Council of Agricultural Research - Central Tuber Crops Research Institute ("ICAR CTCRI”) and partners and also initiated a mine backfilling study with Central Institute of Mining and Fuel Research ("CIMFR”) to evaluate safe and compliant red mud based backfilling pathways.

At HZL, R&D is aligned with business objectives, prioritising operational efficiency, process innovation, evaluation and adoption of advanced technologies, cost-effective solutions, and sustainable practices that generate value from waste & secondaries. The key technical focus included developing

a deeper understanding of complex ore mineralogy and liberation and enhancing the recovery of target & critical metals during beneficiation and smelting through process optimisation.

A major emphasis was on improving silver recovery during mineral processing, and further downstream smelting operation leading to successful plant trials through the introduction of new reagent schemes and process flowsheet enhancements. Specifically, several initiatives were undertaken to optimise reagent consumption and improve value realisation from secondary materials for cost optimisation. HZL is constantly working on enhancing Zinc application through value added products, i.e alloy systems attuned to market requirements and leading research for Zinc battery development.

We collaborated with leading Indian and foreign research institutes and global technology providers to develop, validate, and scale up in-house processes for concentrate grade improvements and converting waste streams into value-added products.

In FY 2025-26 HZL has filed 04 Patents in fields of sustainable metal valorisation from smelters waste, automation product quality check while running electrowinning process and recovery of pyrite concentrate from tailings.

Also, HZL has signed two Memorandum of Understanding ("MoU”) with CSIR-NML (India) and Virginia Tech. University (US) focussing on strengthening process related to metal grade improvements in mineral processing coupled with innovative techniques for strategic metal extraction across HZL.

Specific R&D focussed projects include:

•    Selective Silver (Ag) promoter introduced in Sindesar Khurd Mine ("SKM”) to improve Lead (Pb) concentrate grade by 0.8% Pb and 100 ppm Ag;

•    Introduced Graphite flotation at Rampura Agucha Mill ("RAM”) 4 to reduce Graphite content in Pb concentrate by 40% thereby improving downstream processing for enhanced Pb-Ag production;

•    Successfully developed process flowsheet for Pb grade enhancement from 20% to 35% from Zinc (Zn)-leaching residue for internal consumption. Patents have been filed for the process. The process will be commercialised in FY 2026-27;

•    Signed MoU with Virginia Tech, US for Silver recovery improvement across HZL utilising innovative techniques;

•    Demonstrated Zn-ion pouch cell prototype of 300 mAh in collaboration with Jawaharlal Nehru Centre for Advanced Scientific Research ("JNCASR”), Bengaluru;

•    Improved product quality in Hindustan Zinc Alloys 3 and 5 grades of Zn alloys via metallurgical testings;

•    Developed an innovative process to convert Jarosite waste into value added products by recovering valuable metals viz., Zn, Pb, Ag and transforming the residue into commercial pigment grade hematite ~95% purity;

•    Successfully established a process to convert manganese bearing residues from the zinc hydrometallurgical circuit into high purity manganese tetraoxide (Mn3O4), enabling efficient resource recovery and improved waste utilisation;

•    Validated a method to transform Zero Liquid Discharge plant sodium rich solid waste into pure sodium sulphate crystals of 99% purity. The opportunity is to fulfil ~35% of HZLs requirement, thereby enhancing circularity in plant operations;

•    Evaluated ~30 nos. of mill reagents for improved concentrate quality, enhanced recovery and reduced cost in FY 2025-26. Four reagents are under plant trials at RAM and SKM;

•    Developed a process to convert gypsum bearing waste into commercial grade industrial gypsum (~>90% purity) with zero wastage. Presently under patentability;

•    Reduced process downtime by 30% due to slag choking in pyro operations by introducing predictive modelling;

•    Developed flowsheet for Pyrite concentrate generation of grade >45% Iron (Fe) from tailings and treatment of altered ore;

•    In collaboration with CSIR-NML regarding concentration grade improvement via fine particle floatation and preconcentration techniques.

VZI:

    Strategic Academic Partnerships - VZI has strengthened its long-term innovation pipeline through formal strategic partnerships with leading South African universities, focussed on mining and mineral processing disciplines;

    University of Cape Town ("UCT") - Partnership focussed on mineral processing, including concentrate quality improvement, novel reagents to improve selectivity, water quality improvements. These Joint projects aim

to improve product quality & recovery, reduce energy intensity, and strengthen process robustness across concentrator operations;

    University of the Witwatersrand ("WITS") - Partnership focussed on mining engineering and mining systems, including rock engineering, mine design optimisation, digital mining, and safety systems. Collaboration will support applied research, postgraduate research programmes, and future skills development for mining operations;

    Predictive Maintenance at Gamsberg Mine: VZI has

launched a predictive maintenance initiative at Gamsberg, in partnership with Razor Labs, focussed on improving critical equipment availability and reducing unplanned downtime. The programme applies AI-driven equipment

health analytics to predict failures in advance, optimise maintenance intervals, and shift from reactive to condition-based maintenance;

    Collision Avoidance System ("CAS") Level 9 Implementation: VZI has implemented CAS Level 9 systems across relevant mobile mining equipment to significantly reduce vehicle-to-pedestrian interactions.

The initiative delivers a step-change improvement in onsite safety performance, reinforcing VZI's commitment to zero harm.

At Copper business

    Tankhouse Debottlenecking: Successfully completed Phase 1 of the Tankhouse debottlenecking initiative, enhancing production capacity from 216 to 222 KTPA. Phase 2 is currently in progress and projected to further increase capacity to 229 KTPA, supporting long-term growth objectives;

    Product Portfolio Expansion: Explored strategic opportunities in the wire market and initiated the Rod Breakdown ("RBD”) project (49 KTPA) to diversify the product mix and strengthen the downstream portfolio;

    Value Creation: In-House process designing for Selenium and Tellurium recovery in collaboration with CSIR to ensure 100% realisation of Minor Metals;

    Furnace Oil ("FO") Elimination: Elimination of FO usage will be done by converting existing burners to gas-fired systems, promoting cleaner energy adoption and reducing operating costs;

    End-to-End Contracting: Completed end to end

outsourcing activities for Pipariya Plant with EV Forklift operations, 100% implementation of E2E from Q1;

    Renewable Energy Adoption: Enabled 65% renewable energy usage, contributing significantly to ESG performance and generating cost savings of 1 Mn$ annually;

    ESG: Life Cycle Assessment ("LCA”) and Environment Product Declaration ("EPD”) certification completed for Copper Rod. 1st in India Copper Rod plant running with 100% renewable energy.

At Nickel Business (Nicomet)

•    Developing a robust process to treat various alternate raw materials such as black mass, hydro metallurgical and spent catalysts to improve raw materials economics and to have multiple raw materials sources;

•    Significant advancements are underway to enhance the quality of nickel sulphate which will ensure better selling premiums.

At ESL, the R&D vertical continues to play a pivotal role

in driving innovation and operational excellence across

the organisation.

The R&D focus spans key verticals, including New Product Development, Digitalisation, Quality Enhancement, and Sustainability Initiatives. Collectively, these efforts are directed towards enhancing product quality, improving operational efficiency, and strengthening environmental performance. Through sustained R&D initiatives, ESL seeks to augment its product portfolio while advancing sustainable industrial practices and delivering increased value to customers.

During the year, the R&D initiatives undertaken across these verticals reflect ESLs forward-looking approach towards technological advancement, optimal resource utilisation, and the development of cost-effective solutions, reinforcing the Company's long-term competitiveness and resilience.

Below are the highlights of the initiatives implemented in FY 2025-26:

•    New Product Development

•    In line with ESLs continuous efforts to diversify its product portfolio and meet customer-specific demands, new grades have been successfully developed in wire rod like HC80BCr(V), HC82BX(PC80), SAE1025 and 10B35;

•    Further ESL has added 16.3 mm to 25 mm sections in the existing product range of 5.5 mm to 16

mm in Wire rod and focussing on increasing the Value-added grade sales. ESL has successfully rolled Boron grades, EN8D and MS grades in the higher sections. These developments reflect ESLs dedication to providing high-performance steel grades tailored for niche industrial applications.

•    Sustainability

•    The Coke Oven Turnaround Time ("TAT”) Monitoring Digital Project has been designed to establish a data-driven control architecture for precise tracking and optimisation of coking cycle performance across all oven chambers. The system captures high resolution process parameters—such as charging timestamps, coking duration profiles, pushing readiness signals using integrated Programmable Logic Controller/Supervisory Control and Data Acquisition ("PLC/SCADA”) interfaces. These real-time data streams are processed through a centralised analytics engine that computes deviation matrices and identifies cycle inefficiencies arising from heating imbalances, equipment and operational delays. By generating automated alerts and predictive insights, the platform ensures adherence to defined TAT standards, minimises pushing deviations, stabilises battery thermal regimes,

and enhances asset reliability. This monitoring framework ultimately supports advanced decisionmaking for production planning, maintenance scheduling, and energy optimisation within coke oven operations;

•    The Utility Department has implemented two applied R&D initiatives focussed on energy optimisation—Compressed Air System Optimisation and LPG Consumption Minimisation. Through system analysis, operational discipline, enhanced monitoring, and improved coordination, the Utility team achieved major reductions in both power and LPG usage without any equipment modifications. Key actions included shutting down a 1.85 MW Main Air Compressor("MAC”) through load balancing, eliminating air leak points, optimising screw compressor utilisation, and controlling non-essential LPG consumption across Steel Melting Shop("SMS”), Blast Furnance ("BF”), Tundish Heating, and IPL-header. These behaviour-driven and data-backed measures improved system reliability, reduced waste, and delivered a combined annual saving

of ? 2.7 crore, showcasing ESLs commitment to process-led efficiency and sustainable operations;

•    Biochar first time in BF: A trial for Fossil fuel (PCI) replacement by Biomass (Biochar) is initiated in Q4 at BF which is expected to reduce 50,000 tonne of CO2 emissions by 10% fossil fuel replacement;

•    Policy intervention works: Green power procurement is started in ESL after implementation of Jharkhand State Green Tariff policy which is combined efforts of ESL & Grid at State Electricity commission, now ESL has started procuring 10% of all import power as green power only which has emission reduction potential of around 19,000 tCO2;

•    Thermal Imaging for FeO Control in Sinter:

Thermal imaging camera was implemented in Sinter Machine-1 to study and control sinter bed temperature uniformity. The improved thermal monitoring reduced FeO variation (SD reduced from

0.8 ^ 0.3) and enabled optimised solid-fuel input. This process-driven R&D intervention delivered an estimated annual benefit of ? 1.72 crore through lower fuel consumption and improved sinter quality stability;

•    Central maintenance team has implemented an loT-based predictive maintenance system by deploying 447 triaxial vibration and temperature sensors across critical machinery in Phase-1.

These sensors provide real-time equipment health monitoring, enabling early detection of abnormalities through automated alerts via dashboard, email, and WhatsApp. Continuous data capture and analytics have significantly improved fault prediction accuracy, allowing proactive interventions and reducing unplanned breakdowns. As a result, the initiative has contributed to notable reductions in downtime hours and enhanced asset reliability, demonstrating the effectiveness of data-driven maintenance as a key R&D initiative in operational excellence.

•    Quality Enhancement

•    Successful installation and commissioning of Nitrogen (N2) Optical Emission Spectrometer ("OES”), which now provides highly accurate N2 Parts Per Million ("PPM”) measurements. This upgrade has enabled real-time monitoring of N2 and analysis time has reduced from 20 mins to 18.5 sec. It has helped in controlling N2 content in critical grades improving the quality of the product;

•    Installation of Thermo Gravimetric Analyzer ("TGA”) machine has helped in automating the analytic steps of Raw material testing. Once the sample is placed in the instrument, the TGA independently manages the heating programme, regulates gas flow, continuously monitors weight loss, and automatically records and generates analytical data. This automation significantly reduces manual handling, minimises the possibility of human error, and enhances accuracy and reproducibility of results;

•    For Improving the quality of Alloy grades which are used in Fastener application, ESL is setting up Billet grinding facility at the Billet yard, which is expected to get started in March 2026;

•    International Automotive Task Force ("IATF”) 16949 certification: ESL is Certified with IATF 16949 Certification which is the global quality management standard for the automotive sector. Gaining

IATF 16949 certification will help significantly to strengthen our R&D capability, process discipline, customer confidence, product performance and develop new customers.

•    Digitalisation

    Computer Vision-Based Process Optimisation: A

Computer Vision-based solution has been deployed at the Blast Furnace for real-time Blast Furnace Return("BFR”), detection and automated material classification. This enables continuous particle size analysis of Sinter, Pellet, and Iron Ore across multiple conveyors into defined size categories.

The system generates material- and size-wise reports on an hourly, shift, and daily basis, while also issuing deviation alerts through the application and WhatsApp to concerned stakeholders for timely intervention—targeting a significant reduction in BFR. Computer Vision-based monitoring has also been implemented at the Coke Oven for automated oven cycle tracking with integration across the Pusher Car, Guide Car, and Quenching systems. Human presence detection and real-time deviation alerts enhance operational safety, process consistency, and overall production stability;

    Digital Twins: A Digital Twin platform has been implemented for the Sinter Machine to enable real-time monitoring of sinter quality and process

parameters. Permeability sensors across the sintering strand, along with quality monitoring at the discharge end, capture continuous data on bed permeability, temperature profile, and sinter quality. The virtual replication of the sinter machine allows real-time visualisation of the process, early deviation detection, and timely corrective action. The project enables improved control over sinter bed permeability and thermal consistency, stabilisation of sinter quality at discharge, reduction of return fines, enhanced process visibility, and improved prediction accuracy for sinter properties—supporting more proactive operational control;

• Predictive Maintenance: A Predictive Maintenance platform has been deployed across critical equipment using IoT-based vibration and health monitoring sensors. Continuous real-time data on vibration, temperature, anomalies, and equipment condition is analyzed using machine learning-based analytics for early fault detection. The system enables a shift from reactive and time-based maintenance to a proactive, condition-based maintenance strategy by generating early alerts for planned intervention. This supports reduction in unplanned breakdowns, optimised maintenance planning, increased equipment life, remote health monitoring, improved safety, and enhanced production stability. Currently, 107 critical equipment units are covered across all parallels.

In Iron & Steel Business:

R&D efforts were aligned with the twin objectives of resource efficiency and sustainability. The dry screening technology developed for upgrading low grade siliceous iron ore fines has been commissioned with ramp-up in progress. By leveraging detailed mineralogical understanding and optimised separation parameters, the process enables meaningful improvement in iron content while eliminating water dependency, critical advantage in water-stressed regions such as Chitradurga.

Iron Ore Business's ("IOB”) Digital initiatives encompass a focussed portfolio of technology-led projects aimed at improving mining safety, operational efficiency, sustainability, and governance. Key initiatives include:

•    Pit Movement Monitoring for early detection of geotechnical risks and safer mine planning;

•    Equipment Safety systems such as proximity warning, workforce safety tracking, Inclinometers, fatigue and operator performance monitoring to enhance on-ground safety and compliance;

•    Integrated Transportation Management System ("ITMS") covering gate automation (In progress for IOO, Planned for IOG in FY 2026-27), weighbridge automation, logistics visibility, and TAT optimisation;

•    Fleet Management System ("FMS") for real-time fleet tracking, productivity improvement, resource optimisation, and operational efficiency.

The portfolio is further strengthened through digital Twins, predictive and condition-based maintenance, AI/ML and computer vision-based monitoring, Laboratory Inventory Management System("LIMS”)- for quality automation, and cybersecurity initiatives including integrated Security Operations Centre- Security Information and Event Management ("SOC-SIEM”) - and data protection solutions. Collectively, these initiatives position IOB as a digitally enabled, future-ready mining operation aligned with group-level innovation, safety, and sustainability priorities.

At FACOR we're advancing our operational efficiency through strategic technological integration with the following initiatives:

•    Fully automated raw-material and coal consumption

data booking in Systems, Applications, & Products in Data Processing ("SAP”) to enable accurate and real time daily consumption booking, covering furnace wise consumption for both furnaces and coal for power plant;

•    Smart Predictive Maintenance systems implemented to minimise downtime and enhance equipment reliability. These systems proactively identify potential equipment failures, enabling us to prevent breakdowns before they occur and significantly reduce maintenance-related delays;

•    Implemented Integrated Transport Management System, enabling 24/7 logistics monitoring through a centralised control tower with real time GPS tracking and automated deviation alerts. Manless and automated weighbridge operations have been rolled out across

the plant;

•    Increased the exploration success rate from 75% to 90%

through deployment of AI tools and added 6 MnT reserve and resources in Kalarangitta mine;

•    Improved the recovery of chromium by 1% through innovation in the metal recovery plant, resulted in saving of ? 10 crore per annum.

At Cairn, focus is on increasing Resources & Reserves ("R&R”), enhancing production, improving operational efficiency, and reducing risk exposure through strong R&D and technology-led initiatives, now driven by the newly established Center of Excellence & Innovation.

CREDIT RATING

The Company is rated by CRISIL, ICRA Limited and India Rating & Research Private Limited on its various debt instruments.

A detailed status of the Credit Ratings on various facilities including Bank Loans, Working Capital Lines and NonConvertible Debentures forms part of the Report on Corporate Governance Report of this Annual Report.

ECONOMIC RESPONSIBILITY

Guided by its mission, vision and culture, Vedanta Group continues to pursue a holistic value creation approach that balances economic growth with environmental stewardship and social progress. By leveraging its resources, capabilities and stakeholder relationships, Vedanta seeks to create longterm and sustainable value while addressing material issues and strategic priorities. As a diversified natural resources company, we transform the nation's mineral and energy resources into enduring benefits for our stakeholders and society at large.

FY 2025-26 marked another year of progress as we continued to strengthen our operational excellence, accelerate transformation initiatives and enhance efficiency across our businesses. Our focus on innovation, disciplined execution and continuous improvement enables us to remain resilient in a dynamic business environment while supporting India's aspirations for sustainable and inclusive growth.

As the world transitions towards a low-carbon future, Vedanta recognises its critical role in supporting India's energy security, resource independence and net-zero ambitions. We remain committed to delivering the materials and resources essential for economic development while advancing responsible and sustainable mining practices.

We continue to maintain a disciplined approach towards capital allocation, prioritising investments that strengthen our competitive advantage, generate sustainable cash flows and create long-term value for shareholders.

Supported by a robust balance sheet and prudent financial management, we remain well positioned to capture future growth opportunities.

At Vedanta, our people are at the heart of everything we do. We bring together talent from diverse backgrounds, fostering a workplace built on inclusion, equality, innovation and collaboration. Through continued investments in capability building, safety, well-being and leadership development, we empower our employees to achieve their full potential while contributing meaningfully to the organisation's success.

Sustainability remains deeply embedded in our business strategy. We continue to make meaningful progress towards our 'Net Zero by 2050' commitment while advancing our ambitions in carbon reduction, water stewardship, biodiversity conservation and circular economy practices. Our efforts are focussed on creating a more resilient and environmentally responsible business for future generations.

Through our Corporate Social Responsibility (CSR) initiatives, we continue to drive positive change across communities by supporting education, healthcare, livelihood enhancement, women empowerment and infrastructure development. These initiatives reflect our commitment to creating lasting social impact and improving quality of life in the regions where we operate.

As a responsible corporate citizen, Vedanta continues to make significant contribution of ? 62,722 crores to the public exchequers of the countries in which it operates during FY 2025-26. These contributions reflect the economic value generated across our businesses and value chains and reinforce our commitment to nation-building, economic development and inclusive prosperity.

We create value beyond our business by strengthening domestic supply chains, reducing import dependence, generating livelihoods, empowering local MSMEs, and building future-ready skills within communities.

Through responsible operations, sustainable value creation and meaningful stakeholder engagement, Vedanta remains committed to powering progress, strengthening communities and contributing to the vision of Viksit Bharat, while creating enduring value for generations to come.

The report is available on the website at www.vedantalimited.com.

SUSTAINABILITY AND SOCIAL RESPONSIBILITY ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") APPROACH TRANSFORMING FOR GOOD Introduction:

Entering the fourth year, we achieved full consolidation of our ESG framework, setting a robust foundation for our forward-looking sustainability strategy . The focus moved from organisation-mapping, awareness building, and KPI setting to overseeing implementation and achieving "steady-state.” We remain committed to our 3 Pillars and 9 aims and are happy to note that adequate progress is being made to achieve our ambitious targets.

ESG Governance:

The ESG Committee of the Board, chaired by an Independent Director is the apex body to govern the subject. The Committee, which meets every six months, is supported by the ESG ManCom, the Core Group and the Group HSE & Sustainability Function. Additionally, 15 Communities of Practice ("CoP”) help drive implementation of the various aims. The CoPs are structured at the Group and Business Unit ("BU”) level and help engage and integrate ESG aims across the organisation.

The Company also introduced the digital V-Unified” platform to streamline all the Company's ESG-related data. With this, all our leaders will have "one version of the truth”, which will enable informed decision-making and improved ESG performance.

ESG Targets:

The company remains focussed on achieving our stated 2030 ESG targets, which will improve our business sustainability and make us agile, future-ready, and an employer of choice. Our 15 CoPs are working towards

The Company also produces an Annual Climate Report. This year we will be reporting on our decarbonisation efforts for the fifth year.

As per SEBI directives on Integrated Reporting ("IR”), the Company follows the IR framework of the International Integrated Reporting Council to report on all the six capitals that are used to create long-term stakeholder value and also continues to provide the requisite mapping of principles between the IR, the GRI and the BRSR. Detailed information about the Company's sustainability performance can be found in our Annual Sustainability Report. The Sustainability Report of the Company can be accessed at www.vedantalimited.com.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company remains strongly dedicated to fostering longterm sustainable social value by empowering communities and promoting inclusive progress throughout India. By implementing thoughtfully crafted and impact-driven programmes, Vedanta is fortifying grassroots networks to ensure national advancement benefits reach the most remote areas.

 

achieving these goals, and there is a systemic effort to align our future business trajectory with our ESG goals.

Major Achievements:

Considerable efforts are being made in every ESG aim that we are working on, and some significant achievements in FY 2025-26 give confidence to the Company that we are on the right track. These include:

1.    Transforming Communities:

•    Our flagship Nand Ghar programme has reached 12,769 Nand Ghars, impacting 0.89 million women and children through our initiatives;

•    Our Corporate Social Responsibility programmes that focus on improving the skill sets of communities are helping around 1.75 million families improve their earning potential and achieve financial independence.

2.    Transforming Planet:

•    We have started receiving power from Serentica Renewables India Private Limited ("Serentica” or "SRIPL”) in FY 2025-26. Additionally, the Renewable Energy Round-the-Clock Power Delivery Agreements signed with Serentica have increased to 1,030 MW in FY 2025-26;

•    Three of our operations (Hindustan Zinc Limited, Cairn India, Iron Ore Business) are now water positive; and

•    100% of our BUs have updated their biodiversity risk assessments. These documents will guide the implementation of the respective Biodiversity Management Plans and align the organisation with the expectations emerging from the Kunming-Montreal Global Biodiversity Framework.

3.    Transforming Workplace:

•    Gender diversity among our permanent employees has increased to 23% from baseline of 11% in

FY 2020-21 which shows significant progress in making our workforce more diverse;

•    The number of transgender individuals in our workforce has increased from 4 in FY 2021-22 to 45 in FY 2025-26, highlighting our strong commitment to inclusivity and diversity;

•    Our women representation in decision-making roles has improved from 16% to 26% in FY 2025-26, which means more leadership roles for women employees to lead businesses;

•    Unfortunately, the Company (HZL, Cairn Oil and Gas and Vedanta Aluminium - Lanjigarh) experienced fatalities this year (FY 2025-26: 04 fatalities) and learnings from the investigations are being implemented across all BUs. However, overall, significant management attention was

given to identifying and eliminating critical safety risks and early indications point to improved safety management at our locations.

Challenges:

1.    Safety Performance

While there are green shoots visible in safety, we remain vigilant and continue to drive improvement. The Critical Risk Management ("CRM”) framework and related efforts are driving these efforts as is the improved data reporting and analytics available to us via the V-Unified platform.

2.    Growth Projects

Our growth projects planned from FY 2024-25 to FY 2029-30 period, while improving our portfolio of energy transition metals, will add more pressure on our environmental performance (emissions, water, waste, etc.). This growth project pipeline can affect our 2030 targets for environment, but we are devising the strategy for ensuring that our growth trajectory is as green as possible.

To achieve our ESG aims, we have created a strong pipeline of more than 404 projects in all 3 major areas of transformation, which will take us in the required direction. With the help of technology and focussed approach, we are on right track to achieve leadership position in ESG space.

The detailed information about ESG initiatives, performance and ratings etc. forms part of the earlier section of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Since FY 2021-22, our Business Responsibility and Sustainability Report ("BRSR”) disclosures have been aligned with the regulations issued by the Securities and Exchange Board of India ("SEBI”), which mandate compulsory disclosures for top 1000 companies by market capitalisation in India. Your Company is adhering to the new and updated BRSR requirements. These disclosures will help government to focus on major areas of policy actions and for improved compliance of ESG issues at large to align with government's own goals for business sustainability. This year we are reporting on BRSR Core and have undergone professional audit to get reasonable assurance for the report.

A separate detailed report on Company's Sustainability Development also forms part of the Annual Reporting suite. Your Company publishes an Annual Sustainability Report prepared in accordance with the Global Reporting Initiative ("GRI”) Standards; mapped to the United Nations Global Compact ("UNGC”); and aligned to Sustainable Development Goals ("SDGs”). It reports our approach and disclosure towards triple bottom line principles - People, Planet and Profit.

Vedanta drives its CSR strategy through two core pillars: enhancing the local economy and enabling access to better living conditions across its communities. The Company promotes sustainable livelihoods through skill development, entrepreneurship, and income generation initiatives, especially for women and youth. At the same time, it improves quality of life through interventions in healthcare, water, sanitation, and community infrastructure. Education serves as a cross-cutting theme, strengthening both pillars by supporting schools and higher education, vocational training, and access to learning opportunities, thereby fostering inclusive growth and empowering communities for long-term, self-reliant development.

Community Reach and Social Impact:

Focussed on achieving transformative outcomes, Vedanta's community development projects grew considerably in FY 2025-26. Over the year, the Company's social programmes impacted more than 7.8 million people across upwards of 5,100+ villages, covering areas such as education, healthcare, women's empowerment, livelihoods, animal welfare, sports development, and environmental sustainability.

well-being platforms. These accolades—including recognition from leading CSR forums, FICCI & Ministry of Jal Shakti awards for Water Excellence, UNICEF-supported state awards, corporate governance conclaves, national health and impact summits, and district administrations— underscore Vedanta's strong governance ethos, integrated development approach, and ability to deliver measurable outcomes at scale. From enhancing sustainable livelihoods in aspirational districts and advancing preventive healthcare to empowering women through dignity, skills, and enterprise, these recognitions reaffirm Vedanta's leadership in driving inclusive, high-impact, and community-centric growth.

Excellence in Corporate Social Responsibility:

A core element of Vedanta Limited's Corporate Social Responsibility strategy is an inclusive community engagement approach grounded in active involvement of local stakeholders. By fostering community ownership at the grassroots level, Vedanta promotes sustainability and ensures effective implementation of its development programmes, positioning communities as partners in advancement rather than passive recipients.

Leveraging a robust needs-assessment framework,

Vedanta systematically develops and implements impactful social interventions in key areas including women and child development, healthcare, nutrition, sustainable livelihoods, sports, culture, animal welfare, and community infrastructure. In FY 2025-26 these initiatives reached more than 5,100+ villages nationwide, broadening both the scope and depth of outreach while enhancing social resilience in operational regions.

Digitisation

During the year, Vedanta advanced key digitisation initiatives to strengthen governance, efficiency, and transparency.

A structured Monitoring and Evaluation ("M&E”) framework was introduced to enable real time tracking, outcome monitoring, and data-driven decision-making. SAP implementation at Anil Agarwal Foundation ("AAF”) improved financial management, reporting accuracy, internal controls, and statutory compliance, while Ariba streamlined procurement, enhancing transparency and vendor management. In parallel, a centralised employee volunteering portal is being launched to improve planning, coordination, participation, and impact visibility, fostering a stronger culture of community engagement.

Women and Child Development - Project Nand Ghar

Vedanta advances women and child development through Project Nand Ghar, its flagship initiative implemented by the Anil Agarwal Foundation in partnership with state governments. As of FY 2025-26, the programme has set up 12,750+ modernised centres across 17 states, transforming Anganwadis into technology-enabled community hubs that serve over 4,50,000 children and 3,50,000 women daily.

The centres provide integrated nutrition, early education, healthcare and livelihood skilling, supported by smart classrooms, solar power, safe water, digital learning, telemedicine and child safe sanitation infrastructure.

Animal Welfare and Biodiversity - Project TACO

Vedanta's Animal Care Organisation ("TACO”) broadened its mandate in FY 2025-26 to include wildlife conservation and animal welfare. Under Mission Vanraksha, TACO committed ? 30 crore over three years for conservation projects across six states, supporting veterinary care, anti poaching measures, habitat restoration, and infrastructure. The initiative strengthened protection efforts at Ranthambore, Ramgarh Vishdhari and Kaziranga National Parks through solar powered anti poaching camps, surveillance vehicles, and targeted support for endangered species.

Nutrition Advocacy and Mass Engagement

Vedanta continued leveraging large-scale public platforms to drive awareness on nutrition and health. Through marquee events such as the Vedanta Delhi Half Marathon and the Vedanta Pink City Half Marathon, the Company mobilised tens of thousands of participants and reinforced its commitment to the cause of Zero Hunger. These initiatives helped accelerate nutrition outreach and strengthen national conversations around food security and child nutrition, complementing on-ground Nand Ghar interventions.

Recognition and Awards

In recognition of its sustained, scalable, and outcome-driven social impact, Vedanta continued to garner widespread accolades during FY 2025-26. The Company, along with its implementing partners, was conferred multiple prestigious multiple prestigious national and regional awards across strategic CSR, sustainability, healthcare, nutrition, skill development, women empowerment, and community

core of our people strategy. By fostering a culture of trust, inclusion, and high performance, we enable our employees to thrive personally and professionally while contributing meaningfully to Vedanta's growth journey. Our culture reflects our core values and is reinforced through robust leadership practices, transparent reward mechanisms, and continuous learning opportunities.

It is the passion, commitment, and resilience of our people that drives Vedanta forward. We remain deeply committed to providing a safe, healthy, and supportive work environment and to recognising and rewarding excellence through industry-leading people practices and globally benchmarked reward programmes.


HUMAN RESOURCES MANAGEMENT PEOPLE AND CULTURE

At Vedanta, nurturing a culture of growth, empowerment, and equal opportunity is central to our people philosophy. We firmly believe that our people are our greatest asset, and unlocking their full potential is critical to delivering sustained business success. Our approach focusses on aligning individual aspirations with organisational goals, supported by a strong performance culture and world-class people practices.

We continue to transform our workplace by embedding safety, sustainability, diversity, equity, and inclusion at the

People Practices

Leadership Development & Succession Planning

Aligned with our philosophy of "Leadership from Within”, Vedanta continues to invest in building a robust, future-ready leadership pipeline. Our structured leadership development initiatives focus on early identification of high-potential talent and accelerated career progression through differentiated learning, exposure, and stretch roles.

Women CXOs in the Making - V-LEAD

V-LEAD is Vedanta's flagship Women Leadership Development Programme aimed at building a strong pipeline of women CXOs across functions and integrating them into key decision-making bodies.

V-LEAD outcomes include:

•    100+ high-potential women leaders identified and groomed for leadership roles;

•    25 senior CXOs mentoring V LEAD leaders for personal and professional development;

•    60% participants elevated to leadership roles through workshops, Accelerated Competency Tracking & Upgradation Process ("ACT-UP”), Annual Performance Appraisal ("APA”) and other initiatives;

•    25% recipients of prestigious Chairman Awards.

The programme's impact is tracked through a structured scorecard covering promotions, leadership representation, retention, mentorship effectiveness, and recognition.

Recognition and Rewards

Vedanta recognises the importance of motivation, fairness, and transparency in driving long-term performance. We operate a robust recognition and reward framework to acknowledge outstanding contributions from employees and business partners.

Key recognition avenues include Chairman Individual Awards, Leadership Icon Awards, ESG Guardian Awards, Digital & AI Champion Awards, Business Performance Incentives, and the Employee Stock Option Scheme ("ESOS”). Our appraisal and compensation programmes integrate ESG parameters, ensuring alignment with safety, sustainability, and carbon footprint reduction goals.

Talent Acquisition & Leadership Hiring

AI-Enabled Leadership Hiring

To enhance speed, quality, and objectivity in leadership hiring, Vedanta implemented Al-enabled screening in partnership with Unberry, fully integrated with Darwinbox.

Key capabilities include:

•    Al-led role deconstruction;

•    Context-driven candidate shortlisting aligned to Vedanta's leadership competencies;

•    Automated first-round screening through AI interviews and resume analytics.

This technology-led approach has strengthened precision, agility, and fairness in leadership hiring.

External Expert Panels for CXO Hiring

Vedanta introduced External Expert Panels comprising seasoned industry leaders to bring independent, global, and experience-led perspectives into CXO hiring.

Impact highlights:

•    90+ expert interactions;

•    40+ leadership and niche roles supported;

•    Network of 10 distinguished specialists.

This initiative enhances objectivity, reduces unconscious bias, and strengthens leadership selection quality.

Talent Management & Development

V-Aspire - Talent Search Initiative

Under the leadership of Ms. Priya Agarwal Hebbar,

Vedanta launched V-Aspire to identify and nurture the next generation of leaders. Supported by global HR consultants and advanced assessment methodologies—including AI interviews and psychometrics—200 top-tier leaders were identified and entrusted with elevated roles, with a pipeline of 500 emerging leaders created for future development.

Internal Talent Mobility & Job Rotation

Through a structured Internal Job Posting ("IJP”) framework and job rotation policy, Vedanta encourages cross business, cross functional, and cross geography exposure. Our philosophy of taking measured "60-70% readiness bets” enables accelerated leadership growth while ensuring business continuity.

ACT-UP & Growth Workshops

ACT-UP and Growth Workshops identify high-potential employees through rigorous assessments and prepare them for elevated roles. Annually, over 500 high-potential employees are developed across functions such as HR, Commercial, Marketing, and Operations, strengthening our leadership bench.

Executive Education & Continuous Learning

Vedanta partners with premier institutions such as Indian School of Business (ISB), Xavier School of Management (XLRI), Indian Institute of Management (IIM) Raipur,

Mumbai and Udaipur to deliver bespoke executive education programmes. Hybrid learning models and C-suite coaching focus on transformation, strategic thinking, and people leadership.

35 senior leaders completed the inaugural hybrid programme, with additional cohorts planned.

Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from M/s Sanjay Grover & Associates,

Secretarial Auditors with respect to the implementation of the Company's ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting ("AGM”). A copy of the same will also be available for inspection through electronic mode.

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

The remuneration paid to Directors, Key Managerial Personnel ("KMP"), and Senior Management Personnel ("SMP") during FY 2025-26 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") relating to the remuneration and other details as required are appended as Annexure C to the Report.

In terms of the provision of Section 136 of the Act and Rule 5(2), the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said information is available for

 

Campus Hiring

Vedanta's Fresher Hiring Programme focusses on building a diverse, future-ready leadership pipeline through structured development, mentorship, and accelerated growth.

Key highlights:

•    Strong focus on gender balance and regional inclusion;

•    Targeted hiring through V-ENGAGE from North East, Jammu and Kashmir, and Leh;

•    Vedanta Leadership Development Programme ("VLDP”) as flagship campus programme with "3 Roles, 3 Businesses, 3 Locations” philosophy;

•    Young Upcoming Vedanta Achievers ("YUVA”) induction programme and 12 month V-Campus digital journey;

•    Best-in-class rewards including ESOPs and Chairman's Young Leader Programme;

Appreciation and Awards

Vedanta continues to be recognised for excellence in people practices:

•    Great Place to Work® Certified 2026;

•    Best Employer - India's Nation Builders 2025;

•    Confederation of Indian Industry ("CM”) - Significant Achievement in HR Excellence;

•    Companies with Great Managers 2025 - Top 50;

•    Arogya World Healthy Workplace 2025 -Platinum Awardee;

•    Top 10 Happiest Workplaces - Economic Times HR World;

•    AUSTRADE & Women in Mining - Hall of Fame recognition for four young women leaders.

A detailed update on People & Culture detailing the Company's initiatives, recruitment strategy, hiring projects and talent management and development is elucidated in the Sustainability and ESG Section of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

Employee stock options is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company.

Our Company had launched a stocks-based incentive scheme viz., 'Vedanta Limited Employee Stock Option Scheme 2016' ("Scheme”). The Scheme was framed with a view to reward employees for their contribution in successful operation of the Company, encouraging high-growth performance and reinforcing employee pride.

The Scheme was launched after obtaining statutory approvals, including shareholders' approval by way of postal ballot on 12 December 2016.

On 01 November 2025, the Nomination & Remuneration Committee ("NRC") approved the grant of Employee Stock Options 2025 to Vedanta employees covering 40% of eligible population. Vedanta ensures deeper coverage through its stock option scheme, including the campus hires, to enable young talent to grow and contribute towards overall business performance.

In-order to align the scheme with the best-in-class reward practices globally and pertinent Indian peers, as well as to emphasise on our value system of 'Care' for employees and culture of 'Pay for Performance', the ESOS 2025 plan is driven by Business and Individual performance.

The Scheme is robust with an objective to place greater prominence on superior individual performance thereby recognising high performing talent while keeping them accountable for business delivery. It has been ensured that the Scheme fulfils its motive of wealth creation for employees to achieve their financial goals and at the same time gives them a sense of ownership.

The Scheme is periodically reviewed and benchmarked against market best practices. To give prime importance to sustainable business delivery, ESG and Carbon footprint are part of additional parameters to measure business performance. To ensure that we operate sustainably in line with our motto of 'zero harm, zero waste and zero discharge' and safety remains our top priority, a multiplier based on safety parameters has also been included as a performance parameter for vesting.

The Scheme is currently administered through Vedanta Limited ESOS Trust ("ESOS Trust”) which is authorised by the Shareholders to acquire the Company's shares from secondary market from time to time, for implementation of the Scheme.

No employee has been issued stock options during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant.

During the year, the acquisition by the ESOS Trust does not exceed 2% of the paid-up capital of the Company as at the end of the previous financial year. Further, the total acquisition by ESOS Trust at no time exceeded 5% of the paid-up equity capital of the Company as at the end of the financial year immediately prior to the year in which the shareholders' approval was obtained for such secondary acquisition.

Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on 31 March 2026 is available on the website of the Company at www.vedantalimited.com.

The Company confirms that the Scheme complies with the Employee Benefits Regulations and there have been no material changes to the plan during the financial year.

inspection through electronic mode. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

COMPENSATION GOVERNANCE PRACTICES AT VEDANTA

Our Compensation Philosophy: We recognise our people as our most valuable asset and are committed to fostering a safe, healthy, and inclusive work environment. Our compensation philosophy is aligned with our business strategy, ensuring consistency in reward practices across the organisation. It is anchored in a strong pay-for-performance culture that drives accountability, operational excellence, and long-term value creation for the Company and its shareholders.

Our executive compensation framework is thoughtfully designed to reflect the Company's operational and financial performance, sustainability priorities, and strategic imperatives. It emphasises resource and reserve creation while incentivising sustainable growth and long-term wealth generation for stakeholders. By closely aligning remuneration with performance outcomes and strategic objectives, we aim to reinforce responsible leadership and deliver enduring value.

Linkage to ESG/Safety

    Scorecard based performance management approach:

Greater emphasis is laid on setting of objective KPIs along with continuous performance dialogue;

    Culture of safety and sustainability to achieve our ultimate vision of "Zero Harm", "Zero Waste"

& "Zero Discharge": The safety and sustainability scorecards under the Vedanta Sustainability Assurance Programme form an integral component. Progressively, impact of carbon footprint has been added as a performance parameter;

    Annual Performance Bonus: To ensure and encourage sustainable business practices, the annual bonus scheme allocates appropriate weightage to ESG metrices like health, safety, and environment;

    Long Term Incentive Plan ("LTIP"): The vesting is attributed to sustained business and individual performance against the pre-determined performance criterion which also includes ESG and Carbon Footprint;

•    Any fatality in the group impacts the annual bonus of all the employees associated with the respective entity as a negative multiplier. On the other hand, as a reinforcer, a positive multiplier is added in vesting under LTIP to reward efforts towards ensuring nil fatality;

    Rewards & Recognition: Vedanta specifically recognises contributions of employees and business partners through its coveted Chairman Awards like - 'Award for Sustainability', 'Award for Innovation', 'Best Business Partner', and 'Business Performance' all of which

have safety and sustainability parameters as key evaluation metrices;

    Employee Benefits Policy: Vedanta has best-in class employee benefits policies which focus on all three pillars of ESG - Environmental, Social and Governance;

1.    Electric Vehicle ("EV") Policy - As an organisation, we want to ensure that 100% of our light motor vehicles are decarbonised by 2030. In line with this goal, our Company Car Policy involves Electric Vehicle Kicker to incentivise employees to opt

for electric vehicles. Additionally, the policy on EV Incentive for the purchase of electric vehicles can be availed by all the employees across the organisation;

2.    Parenthood & Childcare Policy - With the objective to promote Diversity, Equity & Inclusion, best in class and progressive parenthood policy was introduced across Vedanta catering to our women employees, single parents and LGBTQIA+ employees. The policy supports employee wellbeing by building a nurturing environment. Few key highlights of the policy include introduction of flexible work arrangement, sabbatical leave, and extended coverage of adoption leaves not only to women employees but basis primary and secondary caregiver;

    Governance: The Executive Compensation Philosophy is well established & benchmarked across relevant industry comparators. All parameters are reviewed each year by the Nomination and Remuneration Committee. Timely risk assessment of compensation practices is done in addition to review of all components of compensation for consistency with stated compensation philosophy;

    Voice of the employee: Involvement of bright minds from diverse functions and best-in-market external partners as well as timely communication to ensure transparency to all employees.

Vedanta has been built on a strong foundation of governance where the Board, Key Executives and Compliance Officer have been vigilant and committed to ensure structural integrity, soundness, and highest standards of compensation practices. Over the past few years, we have refined many of our reward practices in an effort to continue raising the bar.

•    The composition of the NRC is in compliance with the Listing Regulations and the majority of the members are Independent Directors. The Chairman of the committee is an Independent Director;

•    The members of the NRC together bring out the rich expertise, diverse perspectives and independence in decision making on all matters of remuneration for Directors, Key Managerial Personnel ("KMP”) & Senior Management Personnel ("SMP”). The Independent Directors are actively engaged throughout the year as members of the NRC in various people's matters even beyond remuneration;

•    A Board charter appoints and sets primary responsibilities of NRC which includes selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning;

•    Best in class independent consultants are engaged to advise and support the committee on matters of board evaluation and leading reward practices in the industry;

•    The Executive Compensation Philosophy is well established and benchmarked across relevant industry comparators which enables us to differentiate people based on performance, potential and criticality in-order to provide a competitive advantage in the industry;

•    Timely risk assessment of compensation practices is done in addition to reviewing all components

of compensation for consistency with stated compensation philosophy:

-    Financial analysis & simulation of the long-term cost of reward plans and their Return on Investments ("ROI”);

-    Provision of claw back clause as part of the ground rules of our long-term incentive scheme for all our leaders;

-    Upper limits and caps defined on incentive pay-outs in the event of over-achievement of targets to avoid windfall gains.

• We do not encourage provision of excessive perks or special clauses as part of employee contract such as:

-    No provision of Severance Pay in Employment contracts of Whole-Time Directors ("WTD”), KMP & SMP;

-    No Tax Gross up done for executives except for expatriates as part of tax equalisation;

-    No provision of unearned Incentives / unvested Stock or Cash Options;

-    Any benefits provided to Key Executives are available to all the employees of the Company as per the defined Company policy.

We continue to reinforce our internal pay equity principles, with a sustained focus on fair and consistent grant practices, supported by robust checks and balances to ensure full compliance with applicable legal and ethical standards across international, national, and regional jurisdictions.

COMPLIANCE WITH RESPECT TO THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the benefits are extended to all women executive employees of the organisation.

INTERNAL CONTROLS AND RISKMANAGEMENT

RISK MANAGEMENT

The Group's businesses operate in a dynamic environment and are exposed to a range of risks inherent to a global natural resources organisation. The Effective risk management is therefore critical to the achievement of the Group's strategic objectives. Risk management is embedded across the organisation's processes, and the risk management framework supports the achievement of these objectives by aligning operating controls with the mission and vision of the Group, as set by the Board.

As part of its governance framework, the Board has established a Risk Management Committee to oversee the effectiveness of the risk management system. The Details of the Committee and its terms of reference are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Group's risk management framework is designed to be simple, consistent, and transparent, enabling effective identification, assessment, management, and reporting of risks from operating businesses to the Board. The Group's management systems, organisational structures, processes, standards, and code of conduct together form the internal

control framework that governs business operations and the management of related risks. A multi-layered approach to risk management has been adopted to proactively identify and mitigate risks arising in the course of business.

During the year, enhancements were made to the risk management framework, including the introduction of structured risk appetite statements for each principal risk, supported by defined quantitative thresholds to enable monitoring of risk trends. These thresholds have been integrated into regular risk reporting, facilitating consistent evaluation, escalation, and management of risk exposures.

The Audit & Risk Management Committee ("ARMC") assists the Board in the risk management process through oversight of changes in risk exposure, review of risk mitigation measures, and approval of remedial actions, where necessary. The Committee is supported by the Group Risk Management Committee, which evaluates the design and operating effectiveness of the risk mitigation programmes and control systems.

Key risks identified by businesses and functional teams are systematically addressed through defined mitigation actions. Risk officers have been formally designated at both operating business and Group levels to further embed a strong risk management culture across the organisation.

The Risk Management Policy of the Company revised in 2019 covers cybersecurity as well.

For a detailed analysis of risks, please refer to the Risk section of the Performance Review, which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Board has instituted systems, policies, and frameworks to ensure the orderly and efficient conduct of the Company's business, including compliance with internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy of accounting records, and timely preparation of reliable financial information. Consistent with best practices, the ARMC and the Board regularly review the effectiveness of these internal control systems. Any identified gaps are addressed through the implementation of strengthened procedures, with such controls being reviewed periodically on an ongoing basis.

The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework, and adequate segregation of duties to ensure an acceptable level of risk. Documented controls are in place for business processes and IT general controls. Key controls are tested by entities to assure that these are operating effectively. Besides, the Company has also adopted an SAP GRC (Governance, Risk and Compliance) framework to strengthen the internal control and segregation of duties/access.

The Company has documented Standard Operating Procedures ("SOP”) for procurement, project/ expansion management capital expenditure, human resources, sales and marketing, finance, treasury, compliance, Safety, Health, and Environment (SHE), and manufacturing.

The Group's internal audit activity is managed through the Management Assurance Services ("MAS”) function. It is an important element of the overall process by which the ARMC and the Board obtains the assurance on the effectiveness of relevant internal controls.

The scope of work, authority and resources of MAS are regularly reviewed by the ARMC. Besides, its work is supported by the services of leading international accountancy firms.

The Company's system of internal audit includes covering monthly physical verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, focussing on the implementation of recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the ARMC.

The Company's Internal Financial Control ("IFC”) framework is commensurate with the size, nature and complexity of the Company's operations and is based on the criteria aligned with the requirements of the Companies Act, 2013. Through the IFC framework in place the Audit & Risk Management Committee and the Board also gains assurance from the management on the adequacy and effectiveness of Internal Controls over Financial Reporting ("ICOFR”).

In addition, as part of their role, the Board and its Committees routinely monitor the Group's material business risks. Due to the limitations inherent in any risk management system, the process for identifying, evaluating, and managing the material business risks is designed to manage, rather than eliminate risk. Besides it created to provide reasonable, but not absolute assurance against material misstatement or loss.

Since the Company has strong internal control systems which are further strengthened by periodic reviews as required under the Listing Regulations and ICOFR compliance by the Statutory Auditors, the CEO and CFO recommend to the Board continued strong internal financial controls.

There have been no significant changes in the Company's internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls, other than as mentioned in the "Audit Report and Auditors” section to this report.

Any system of disclosure controls and procedures are subject to inherent limitations, including the risk of human error and the potential for circumvention or override of controls. As a result, even well-designed and effectively operating disclosure controls and procedures can provide only reasonable, not absolute, assurance regarding the achievement of their intended objectives. Further, in designing and evaluating these controls and procedures, management necessarily exercises judgment in balancing the costs of implementing specific controls against the benefits expected to be derived therefrom.

Further, the ARMC annually evaluates the design and operating effectiveness of the Company's internal financial controls framework, with a focus on both assurance and continuous improvement. The framework comprises integrated policies, procedures, and systems that enable orderly and efficient operations, adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

VIGIL MECHANISM

The Company has established a robust and transparent vigil mechanism through its Whistle-Blower Policy, which ensures that concerns relating to integrity and ethical conduct are reported and addressed in a fair, confidential, and independent manner. Complaints are reported directly to the Director - Management Assurance, who operates independently of the business management, and are supported by a global-standard infrastructure, including dedicated email IDs, a centralised database, a 24x7 multilingual hotline, and a secure web-based portal administered by an independent third party.

This framework ensures anonymity, accessibility, and impartiality in the reporting process. All complaints are thoroughly investigated and resolved within a reasonable timeframe. Only substantiated cases are escalated to the Group Ethics Committee for decision-making, with periodic updates provided to the ARMC to strengthen oversight and accountability.

The details of this mechanism are disclosed in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company's website at www.vedantalimited.com. this mechanism reflects the Company's zero-tolerance approach to unethical practices and its unwavering commitment to transparency, accountability, and ethical governance.

 

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company maintains a zero-tolerance approach to sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

As part of the Vedanta Group, the Company is an equal opportunity employer and is committed to providing women professionals with access to opportunities and leadership roles, while ensuring a safe, fair, and conducive work environment free from discrimination, including gender based bias and sexual harassment. During the period under review, fifteen complaints of sexual harassment were received, of which twelve were upheld and resolved in accordance with the Policy and applicable statutory requirements within 90 days. Further, the remaining three complaints are in progress, and no complaint is pending beyond 90 days. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Internal Complaints Committees ("ICC”) across its businesses and offices, reinforcing its commitment to fostering a respectful, inclusive, and healthy workplace.

 

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section, forming part of this Annual Report.

DIGITAL INNOVATION & CYBERSECURITY CYBER SECURITY

The Group has established a robust and structured cybersecurity framework to uphold the highest standards of information security across all Business Units ("BU”).

Each BU is led by a Chief Digital and Information Officer ("CDIO”), a senior executive with expertise in Information Technology and Cybersecurity. This leadership structure ensures that cybersecurity remains a strategic priority. CDIOs, together with the respective BU Chief Information Security Officers ("CISOs”), are responsible for overseeing the implementation of appropriate controls and measures to mitigate risks and safeguard critical digital assets.

To proactively address emerging cyber risks, the Group undertakes an annual cybersecurity review with support from information security professionals from leading glob; firms, including the Big Four. These reviews assess the effectiveness of our existing cybersecurity infrastructure, identify potential vulnerabilities, and guide necessary improvements. Observation coming out from assessment has been regularly reported along with remediation status or mitigation controls as applicable to management committee/leadership.

Additionally, we perform regular Vulnerability Assessment: and Penetration Testing ("VAPT”), executed by seasoned cybersecurity experts. These rigorous assessments simulate real-world cyberattacks to identify weaknesses before they can be exploited, ensuring the integrity and resilience of our systems.

The Group's commitment to cybersecurity extends beyonc regulatory compliance. As the digital threat landscape evolves, we proactively review and enhance our strategies and controls to mitigate emerging risks. CDIOs are accountable for continuously monitoring and adapting our cybersecurity posture, ensuring sustained readiness to address evolving challenges.

INNOVATION, DIGITALISATION & TECHNOLOGY

Vedanta is committed to embracing digital transformation across its operations, where innovation, sustainability, and safety converge to drive operational excellence across all business units. By leveraging the power of cutting-edge technologies, we are not just adapting to the future, but actively shaping it, ensuring that every aspect of our operations is optimised for the challenges of tomorrow.

Artificial intelligence ("AI”) is deeply embedded in Vedanta's operating model and forms an integral part of our daily operations. We leverage Al-powered Internet of Things ("loT”) solutions for predictive maintenance systems that detect early faults in equipment, which in turn helps in reducing downtime and maintenance costs.

Our real-time monitoring platforms have enabled us to improve asset uptime and reduce energy consumption. Additionally, the use of thermal cameras and Digital Twin technologies for real-time monitoring, remote advisory, and energy optimisation has significantly reduced raw material consumption and minimised waste in our smelting and refining units.

Safety and sustainability remain core pillars of Vedanta's operations, guided by our vision of zero harm. We integrate cutting-edge technology into our safety protocols, including sensor-based worker wearables and Al-powered surveillance systems. These innovations predict potential hazards before they occur, enhancing worker safety and significantly reducing on-ground incidents. Vedanta is also committed to sustainability, particularly within our aluminium business, where we've integrated loT-based systems to optimise emissions control in thermal power plants. These systems ensure efficient operation of fabric filters, improving emissions capture at the source. Furthermore, the use of biomass briquettes at our Lanjigarh refinery for power generation has led to a significant reduction in carbon emissions, aligning our efforts with global carbon neutrality goals by 2050.

Vedanta Spark serves as Group's platform for driving industrial innovation through startup collaborations, bringing cutting-edge technologies directly into our active plants and refineries. Over the past three years, we have partnered with numerous startups to work on hundreds of projects that focus on increasing volume, reducing costs, and improving our ESG impact. For example, we are enhancing efficiency across several processes to unlock throughput by analyzing asset behavior. In our quest for greater efficiency, we are optimising production planning, energy mix, and material flow to reduce consumption and waste. Through various initiatives, we have automated numerous processes, improving emissions monitoring and inspection automation, thus enhancing both operational efficiency and auditability.

As the digital landscape continues to evolve, Vedanta remains focussed on embedding innovation and technology across its value chain to build smarter, safer and more sustainable operations and to support long-term business resilience.

POLICY AND ADVOCACY

Vedanta believes in sustainable and equitable development of natural resource sector. Vedanta's advocacy initiatives with the relevant ministries, Government departments and regulatory bodies at centre and state evolve around our core values and 'Nation-First' philosophy. Our Company participates in stakeholder consultations on economic reforms, raw material & energy security, ease of doing business, sustainable development and other policy and regulatory matters which are related to our business in a responsible manner. We contribute to discussions on policy and regulatory matters through industry associations, chamber of commerce and collaborate with think tanks and academia for submission of our representations.

INVESTOR RELATIONS ("IR")

Vedanta places strong emphasis on transparent communication and continuous engagement with its investor community. Vedanta maintains a dynamic and proactive IR function that engages extensively with both domestic and international shareholders, actively seeking their perspectives and feedback. Anchored in global best-in-class IR practices, the function is focussed on consistently enhancing transparency and communication.

It plays a central role in articulating Vedanta's differentiated investment proposition, growth strategy, and long-term value creation potential to the capital market ecosystem, supporting informed decision-making and fair market valuation.

Increased Shareholder Engagement: The IR team connects with shareholders and analysts via diverse channels such as personal meetings, conferences, and investor and analyst gatherings. These engagements cover key aspects such as Company's strategic vision, potential risks, and opportunities, as well as new macroeconomic and Company-specific developments. By doing so, we plug information gaps and foster a favourable perception of Vedanta. Regular outreach initiatives include quarterly earnings discussions, Investor/Analyst Days, site tours of principal operations, and participation in sell-side conferences, as well as individual and group meetings.

On special occasions, these interactions are graced by Vedanta's senior leadership, including the Promoters,

CEO, CFO, and business CXOs, earning high regard from shareholders and analysts alike and enabling direct dialogue with the investor community.

Streamlining Shareholder Communication: Shareholders are encouraged to engage with Vedanta anytime via the contact details provided on our website for any queries, concerns, inquiries, or feedback. Inputs received from our shareholders and analysts are swiftly relayed to the Board by the Chairman, the Senior Independent Director, the CEO, the CFO, the Head of Investor Relations, and the Company Secretary. This continuous dialogue empowers our board and senior management to remain informed of shareholder perspectives and address key concerns in a timely manner.

Setting New Benchmarks in Shareholder Disclosures:

Vedanta maintains high standards of disclosure through comprehensive and transparent reporting of its operational and financial performance. We pioneered our first Integrated Report in FY 2017-18 and have consistently published it since. The Integrated Report provides a holistic view of how Vedanta's strategy, governance, performance and outlook contribute to long-term value creation. Additionally, our digital, interactive microsite on the Vedanta corporate

website enriches the shareholder experience, providing an engaging platform for timely updates, supplementing the communication delivered through annual reports and quarterly results. Vedanta's commitment to excellence was recognised when we were awarded the 'Gold Award' in 10+ bn revenue category for our FY 2024-25 Integrated Annual Report and ranked 11th worldwide at the LACP Spotlight Awards.

Commitment to Stakeholder Development: Vedanta continues to pursue holistic and sustainable development as a core element of its strategy, with a steadfast focus on creating shared value for all stakeholders. Detailed disclosures in the separately published Integrated Report and Sustainability Report highlights the Company's ESG-led and investor focussed initiatives, reflecting Vedanta's commitment to responsible growth that benefits employees, shareholders, investors, business partners, civil society, locacommunities, and the broader national ecosystem.

Key Initiatives with respect to various stakeholders

The Company remains committed to holistic and inclusive development, with a sustained focus on delivering long-term value to its stakeholders. The Integrated Report and Sustainability Report, published separately, offer comprehensive insights into the Company's ESG-led and investor-focussed initiatives, reflecting its contributions to employees, shareholders, investors, business partners, civil society, local communities, and nation at large.

CORPORATE GOVERNANCE & REGULATORY AFFAIRS

CORPORATE GOVERNANCE REPORT

Corporate governance at Vedanta is centred on the responsible and transparent pursuit of strategic objectives, with accountability to all stakeholders. Adherence to high ethical standards and the principles of sound corporate governance is embedded in the Company's core values and underpins the effectiveness of its operations, decision-making and stakeholder engagement.

The Company has established a robust corporate governance framework designed to protect the long-term interests of stakeholders and guided by the principles of integrity, fairness, equity, transparency, accountability and value-driven conduct. As part of its ongoing efforts to align policies and practices with evolving governance standards and regulatory developments, the Company continuously reviews and strengthens its governance framework. These efforts support sustainable growth, long-term value creation investor confidence and a consistent commitment to ethical conduct, transparent engagement and disciplined execution.

Vedanta's corporate governance architecture is supported b a comprehensive set of well-defined policies and procedures that form the foundation of its governance philosophy. These policies facilitate effective risk management, business continuity and the maintenance of consistent operational standards across the organisation.

The KMP and SMP, similarly, comprises of multifarious leaders with each member bringing in their key proficiency in different areas aligned with our business and strategy.

A comprehensive update on the change in the Directorate, KMP and SMP of the Company along with the directorships held in other Companies, their skills and expertise have been explicated in the Corporate Governance report forming part of this Annual Report.

DIRECTOR RETIRING BY ROTATION

As per the provisions of Companies Act, 2013, Mr. Anil Agarwal (DIN: 00010883) is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination & Remuneration Committee, Board recommends this re-appointment.

Details of re-appointment as required under Listing Regulations and Secretarial Standard-2 on General Meetings issued by ICSI, are provided in the AGM Notice.

BOARD AND COMMITTEES

The Board provides strategic and entrepreneurial leadership to the Group, while exercising oversight to promote sustained business excellence and long-term value creation.

 

A detailed report on Corporate Governance, covering the governance framework, composition, and functioning of the Board of Directors and its Committees, along with a certificate from M/s S.R. Batliboi & Co. LLP, Statutory Auditors of the Company, confirming compliance with the requirements of corporate governance as prescribed under the Listing Regulations, forms part of this Annual Report as an annexure.

DIRECTORATE, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors, appointed by the shareholders, functions as the apex governing body and is responsible for overseeing the overall functioning and strategic direction of the Company. The Board comprises of individuals with diverse backgrounds, extensive leadership experience, diverse perspectives, and complementary skills, enabling it to effectively navigate the operational, social, regulatory, and geopolitical complexities in which the business operates.

The Board provides strategic direction and leadership, and oversees the management policies and their effectiveness, with a focus on protecting the long-term interests of shareholders while appropriately balancing the expectations of other stakeholders.

Among its responsibilities, the Board reviews and guides the Company's corporate strategy, major plans of action, risk policy, annual budgets, acquisitions and divestments.

It also monitors the implementation and effectiveness of governance structures and, guided by the principles of good corporate governance, endeavours to act in the best interests of the Company at all times.

In line with the recommendation of Securities and Exchange Board of India ("SEBI”) and our relentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman effective 01 April 2020.

Directors

Appointments

During FY 2025-26, pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board, Mr. S.V. Murali Dhar Rao (DIN: 11003912) was appointed as an Additional Director designated as Non-Executive Independent Director on the Board of the Company for a first term of 01 (one) year with effect from 01 April 2026 till 31 March 2027. The Postal Ballot Notice dated 31 March 2026 has been circulated to the shareholders seeking their approval for appointment of Mr. Rao. The resolution shall be deemed to be passed on Thursday, 07 May 2026 (i.e., last date for remote e-voting), subject to receipt of the requisite number of votes in favour of the resolution.

Further, on the recommendation of the Nomination & Remuneration Committee and approval of the Board,

Dr. Meena Hemchandra (DIN: 05337181) was appointed as an Additional Director designated as Non-Executive Independent Director on the Board of Company for a first term of 01 (one) year with effect from 01 May 2026 till

30    April 2027, subject to approval of the shareholders of the Company.

Re-appointment

During FY 2025-26, pursuant to the recommendation of the NRC, the Board approved the re-appointment of Mr. Arun Misra (DIN: 01835605) as Executive Director of the Company for a term of 01 (one) year with effect from 01 June 2025 till

31    May 2026.

The aforementioned appointment of Mr. Arun Misra was further approved by the Shareholders at the Annual General Meeting held on 10 July 2025.

In the opinion of the Board, the Independent Directors appointed during the year, possess requisite integrity, expertise, experience and proficiency.

The detailed profile along with relevant experience of the directors forms part of the earlier section of the Annual Report.

Cessations

Mr. Dindayal Jalan ceased to be the Non-Executive Independent Director of the Company on account of completion of his second and final term with effect from close of business hours on 31 March 2026.

Additionally, pursuant to resignation, Ms. Pallavi Joshi Bakhru (DIN: 01526618) will step down from the position of Independent Director of the Company with effect from the close of business hours on 30 April 2026.

Key Managerial Personnel Appointments/Cessations

During FY 2025-26, there were no appointments/cessations of Key Managerial Personnel ("KMP”).

Senior Management Personnel ("SMP")

Appointments

During FY 2025-26, pursuant to the recommendation of NRC and approval of the Board, Ms. Neha Sharma was appointed as Group Chief Human Resource Officer ("Group CHRO") and designated as SMP with effect from 10 February 2026.

The detailed profile of Ms. Neha Sharma is provided in the earlier section of Annual Report.

Cessations

Ms. Madhu Srivastava ceased to be Group CHRO and SMP of the Company with effect from close of business hours on 31 January 2026. The Board took note of the same and placed on record its appreciation for the contributions made by her during her association with the Company and wished her the very best for her future endeavours.

To enable effective governance and focussed deliberation on key and strategic matters, the Board has established various committees with clearly defined mandates, delegated authorities, and robust reporting and accountability mechanisms. These committees support informed decision-making, enhance oversight, and strengthen the overall corporate governance framework.

The Board Committees play a crucial role in strengthening corporate governance practices. Each Committee is constituted to address specific responsibilities and to support the Board through timely and efficient consideration of diverse and complex matters. Formed pursuant to formal Board approval, these Committees function under well-defined terms of reference, with authority delegated by the Board in line with established governance standards and best practices.

The Board exercises oversight over the functioning of its Committees and remains ultimately responsible for their actions and decisions. Through this framework, effective supervision, accountability, and governance discipline are ensured.

At present, the Company has constituted the following Board Committees, each focussed on specific aspects of corporate governance to facilitate effective oversight and prompt resolution of governance-related matters as and when they arise.

BOARD EFFECTIVENESS

Familiarisation Programme for Board Members

The Company has a structured programme in place for newly appointed Board members to enable them to gain a comprehensive understanding of the industry in which the Company operates, its management and its operations.

Through this programme, Directors are familiarised with Company's organisational and governance framework, governance philosophy and principles, code of conduct and key policies, Board processes and procedures, information flow mechanism and protocol to be followed between the Board and the management, as well as their roles and responsibilities and disclosure obligations. The programme is designed to facilitate effective participation of Directors in Board and Committee deliberations from an early stage.

Details of the familiarisation programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report and can also be accessed on the website of the Company at www.vedantalimited.com.

Annual Board Evaluation

The Board has instituted a formal and structured evaluation mechanism to assess the performance of the Board, its Committees and individual Directors, including the Chairman. The evaluation process is comprehensive and covers key aspects of Board effectiveness, including Board composition, Committee functioning, diversity of experience and competencies, fulfilment of roles and responsibilities, quality of deliberations, contribution to meetings, and overall governance practices.

Following the meeting of the Independent Directors, the Board convened separately to discuss the performance of the Board, its Committees and individual Directors. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated, in accordance with applicable governance requirements.

As part of its governance practices, the Company engaged a leading external consultancy firm to facilitate the Board evaluation process. The evaluation was conducted through a structured online questionnaire, ensuring independence and confidentiality, with no involvement of management in the assessment outcomes. The evaluation framework and methodology adopted are detailed in the Corporate Governance Report forming part of this Annual Report.

Feedback Mechanism

The structured evaluation process undertaken by the Company highlighted the strong and diverse experience of the Board members, which contributes to more informed, constructive and effective Board and Committee deliberations. The overall outcome of the evaluation indicated that the Board, its Committees and individual Directors are discharging their responsibilities effectively

and that the Board is satisfied with their overall performance and functioning.

The evaluation process also provided an opportunity for Board members to offer constructive inputs and identify areas for further strengthening the effectiveness of the Board and its Committees.

A detailed summary of the performance evaluation process and key observations is included in the Corporate Governance Report forming part of this Annual Report.

BOARD DIVERSITY AND INCLUSION

The Company recognises that diversity and inclusion at the Board level are fundamental to effective governance, sound decision-making and long-term sustainable growth. Vedanta fosters a culture that values diversity of thought and perspective, enabling the Board to effectively anticipate risks and opportunities while responding to evolving stakeholder expectations.

The Board reflects an appropriate balance of skills, professional expertise, industry experience, personal background and leadership perspectives, which collectively contribute to robust strategic oversight and governance effectiveness.

In support of this approach, the Company has adopted a Board Diversity Policy and a Diversity, Equity and Inclusion Policy, which articulate its commitment to promoting diversity and inclusion across leadership and governance structures. These Policies can be accessed at www. vedantalimited.com.

Additional Details on the Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION

The Nomination & Remuneration Policy adopted by the Board on the recommendation of the NRC sets out the criteria for appointment/re-appointment of Directors,

KMPs and SMPs. The assessment is based on objective parameters including qualifications, experience, skills, industry knowledge, independence, and professional and functional expertise, while ensuring that the selection process remains free from any bias or discrimination on grounds such as gender, nationality, race, ethnicity or any other such factor.

The Policy also establishes the guiding principles for determining remuneration of Directors, KMPs and SMPs, with an emphasis on fairness, performance alignment and long-term value creation. In addition, it provides a structured framework for Board familiarisation, diversity, performance evaluation and succession planning, thereby supporting effective leadership continuity and governance.

The Company continues to comply with the provisions of the Policy in letter and spirit. The complete Policy is available on our website at www.vedantalimited.com and a snapshot of the Policy is elucidated in the Corporate Governance Report.

OBSERVANCE OF THE SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Companies Act, 2013, during FY 2025-26, the Company has adhered with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to 'Meetings of the Board of Directors' and 'General Meetings' issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

Pursuant to the provisions of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy, which outlines the framework to determine the distribution of dividends in accordance with the applicable provisions. The Policy can be accessed on the website of the Company at www.vedantalimited.com.

The Company's consistent dividend payouts reflect the strength and sustainability of its growth trajectory, as well as its commitment to equitably sharing the value created with stakeholders and contributing to broader socio-economic development. Vedanta remains focussed on generating robust business cash flows and adhering to strict capital discipline, with investments directed towards value-accretive projects delivering superior returns. All investment proposals, including organic initiatives and acquisitions, are evaluated under a rigorous capital allocation framework to ensure prudent deployment of capital and the maximisation of

The Company has declared the following dividends during the year in compliance with the Dividend Distribution Policy:

Particulars

1st

2nd

3rd

Date of Declaration

18 June 2025

21 August

2025

23 March 2026

Record Date

24 June 2025

27 August

2025

28 March 2026

Date of Payment

Within 30 days from the date of declaration

Rate of Dividend per share (Face Value of ? 1 per share)

07.00

16.00

11.00

%

700

1,600

1,100

Total Payout (? in crore)

2,737.00

6,256.00

4,300.00

Pursuant to the Finance Act, 2020, dividends are taxable in the hands of the shareholders effective from 01 April 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Share Transfer Agent and the Company from the Depositories.

The Board of Directors did not recommend any final dividend for the financial year ended 31 March 2026.

INDEPENDENT DIRECTORS STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as stipulated under the Companies Act, 2013 and the Listing Regulations. They have further affirmed compliance with the Code for Independent Directors as specified in Schedule IV of the Act.

Further, the Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA”).

ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March 2026 is placed on the website of the Company and can be accessed at www.vedantalimited.com.

AUDIT REPORTS AND AUDITORS Audit Reports:

The Statutory Auditors have issued unmodified opinion on

the financial statements of the Company for the year ended

31 March 2026.

•    The Statutory Auditors' report for FY 2025-26 does not contain any qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors. The Auditors' report is enclosed with the financial statements in the Annual Report;

•    The Secretarial Auditors' Report for FY 2025-26 does not contain any qualification, reservation, or adverse remark. The report in form MR-3 along with Annual Secretarial Compliance Report is enclosed as Annexure D to the Directors' Report. Further, in terms of the Listing Regulations, the Secretarial Audit Reports of Bharat Aluminium Co. Limited ("BALCO”), Talwandi Sabo Power Limited ("TSPL”), Meenakshi Energy Limited ("Meenakshi”) and ESL Steel Limited ("ESL”), unlisted material subsidiaries of the Company are also enclosed as Annexure D-1Annexure D-2Annexure D-3 and Annexure D-4 respectively to this report.

Auditors Certificates:

•    As per the Listing Regulations, the auditors' certificate on corporate governance is enclosed as an Annexure to the Corporate Governance Report forming part of this Annual Report. The Certificate does not contain any other qualification, reservation, or adverse remark except as mentioned in the report;

•    A certificate from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI / Ministry of Corporate Affairs ("MCA”) or any such statutory authority forms part of the Corporate Governance Report.

Auditors:

Statutory Auditors

•    M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E / E300005) had been re-appointed as the Statutory Auditors of the Company in the 56th Annual General Meeting to hold office for a period of five (5) years till the conclusion of 61st Annual General Meeting, to be held in the Calendar year 2026. They

had confirmed that they are not disqualified from being re-appointed as Statutory Auditors of the Company;

•    The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments-;

•    The Auditors had also furnished a declaration confirming their independence as well as their arm's length relationship with the Company. The Audit & Risk

Management Committee reviews the independence and objectivity of the auditors and the effectiveness of the audit process;

•    The Statutory Auditors were present at the last AGM of the Company;

•    On the recommendation of the Audit and Risk Management Committee, the Board of Directors have proposed the appointment of M/s M S K A & Associates LLP, Chartered Accountant (FRN 105047W/W101187) as Statutory Auditors of the Company, in place of the retiring auditors. The Company has received a Special Notice under Section 115 of the Act from a member, proposing the appointment of M/s M S K A & Associates LLP, Chartered Accountants in place of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, the retiring auditors. Accordingly, it is proposed to appoint M/s M S K A & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company, to hold office from the conclusion of the 61st Annual General Meeting for a term of five consecutive years, i.e., until the conclusion of the 66th Annual General Meeting (subject to ratification by the members at every Annual General Meeting, if required, under the prevailing law at that time).

Secretarial Auditors

•    M/s Sanjay Grover and Associates, Practicing Company Secretaries, had been appointed as the Secretarial Auditors of the Company to conduct the secretarial audit for FY 2025-26;

•    Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members on the recommendation of the Board have approved the appointment of M/s Sanjay Grover & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for a first term of five consecutive financial years effective from 01 April 2025 to 31 March 2030;

•    The Company had received a certificate confirming their eligibility and consent to act as the Auditors;

•    The Secretarial Audit Report for FY 2025-26 forms part of this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances;

•    Pursuant to the SEBI Master circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, the company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder.

The Annual Secretarial Compliance Report for FY 2025-26 has also been submitted to the Stock Exchanges within the stipulated timeline;

•    The Secretarial Auditors were also present at the last AGM of the Company.

Cost Auditors

•    M/s Shome and Banerjee and M/s Ramnath Iyer & Co., Cost Accountants, had been appointed by the Board to conduct the audit of cost records of the Oil & Gas Business and other Business segments of the Company respectively for FY 2025-26;

•    M/s Ramnath Iyer & Co., Cost Accountants were nominated as the Lead Cost Auditors;

•    The Company had received a certificate confirming their eligibility and consent to act as the Auditors;

•    The cost accounts and records of the company are duly prepared and maintained by the Company as required under Section 148(1) of the Act pertaining to cost audit.

Internal Auditors

•    M/s PricewaterhouseCoopers Services LLP ("PWC") had been appointed as the Internal Auditors of the Company for FY 2025-26 on recommendation of Audit and Risk Management Committe by the Board of Directors in the meeting held on 30 April 2025 to conduct the Internal Audit on the basis of detailed Internal Audit Plan;

•    The Company has an independent in-house Management Assurance Services ("MAS") team to manage the group's internal audit activity and that functionally reports to the Audit & Risk Management Committee.

REPORTING OF FRAUD BY AUDITORS

During the reporting year, under Section 143(12) of Companies Act, 2013, none of the Auditors of the Company have reported to the Audit & Risk Management Committee of the Board any instances of fraud by the Company or material fraud on the Company by its officers or employees.

LEGAL, COMPLIANCE, ETHICS AND GOVERNANCE FUNCTION

The function plays a pivotal role in driving Vedanta's success by serving as strategists, enablers, and protectors of business interests. Operating within a structured and comprehensive framework, the function plans, executes, and monitors all legal activities, providing essential support for the Company's strategic objectives.

By ensuring advisory and compliance services in line with existing regulations and legislative developments, it facilitates the business agenda in areas such as claims and contract management, mergers & acquisitions, dispute resolution, compliance management, litigation, and adherence to competition laws, business ethics, and governance standards. The function also actively monitors and incorporates new laws, regulatory updates to ensure compliance.

To deepen the understanding and application of organisational values and principles embedded in Vedanta's Code of Business Conduct and Ethics, the function annually conducts a mandatory online ethics training module for all employees. Additionally, the function spearheads the Ethics Compliance Month initiative, raising awareness and conducting targeted training sessions on critical ethical issues such as insider trading, prevention of sexual harassment, anti-bribery, anti-corruption, and anti-trust laws, utilising interactive learning tools.

The Supplier Code of Conduct ensures that third parties including their employees, agents, and representatives maintain adherence to industry standards and applicable statutory requirements concerning labour and human rights, health, safety, environment, and business integrity. This commitment reinforces the Company's dedication to ethical practices and integrity across all facets of our operations.

Additionally, the function also drives regulatory and legislative changes through effective engagement with the concerned authorities and associations. By identifying opportunities, mitigating risks, and proactively collaborating with cross- functional departments, the function aims to uphold the highest standards of support and efficiency.

As technological advancements continue to reshape the market landscape, the function actively seeks to incorporate such advancements in its everyday functionality to streamline compliance frameworks, litigation management, and contract management. The function also has in place various automated systems like compliance tool, and litigation management systems, with further integration of Artificial Intelligence ("AI”) under exploration to enhance its functionality.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure A'.

The details of the Foreign Exchange Earnings and Outgo are as follows:

(' in crore)

 

Standalone

Consolidated

Particulars

FY

2025-26

FY

2024-25

1 FY FY 2025-26 2024-25

Expenditure in foreign currency

4,178

2,215

7,153 4,302

Earnings in foreign currency

46,414

30,953

61,675 43,290

CIF Value of Imports

29,303

25,597

35,411 31,379

The proceeds of QIP have been fully utilised by the Company and further the Company has not raised any proceeds from public issue, rights issue, preferential issue etc. during FY 2025-26.

Statement of Deviation or Variation in Utilisation of proceeds from QIP

No deviation/variation was reported during FY 2025-26, in the utilisation of proceeds from QIP

RELATED PARTY TRANSACTIONS

Your Company has adopted a Policy on Related Party Transactions ("RPT") ("RPT Policy”) in accordance with the provisions of the Companies Act, 2013 ("the Act”) and the Listing Regulations. In addition to statutory requirements, the Company has voluntarily implemented enhanced internal governance standards that are more stringent than the statutory requirements. The Policy is available on the Website of the Company and can be accessed at www.vedantalimited.com.

The RPT Policy sets out the philosophy and processes to be followed for approval and review of transactions with Related Party and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with Related Parties.

A comprehensive landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit and Risk Management Committee. Further, the Company has established a Standard Operating Procedure to systematically identify, evaluate, and monitor Related Party Transactions.

During FY 2025-26, all the contracts/ arrangements/ transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm's length basis and were in compliance with the

provisions of the Act and Listing Regulations other than those mentioned in the Annexure IV of the Report on Corporate Governance forming part of the Annual Report.

All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act and Listing Regulations.

The materially significant RPTs pursuant to the provisions of Listing Regulations had been duly approved by the shareholders of the Company in the 58th AGM held on 12 July 2023 and 60th AGM held on 10 July 2025. Further, there were no materially significant RPTs during the year pursuant to the provisions of the Act. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

SHARE CAPITAL AND ITS EVOLUTION

The Authorised Share Capital of the Company is ? 74,12,01,00,000 divided into 44,02,01,00,000 number of equity shares of ? 1/- each and 3,01,00,00,000 Preference Shares of ? 10/- each. There was no change in the capital structure of the Company during the period under review.

The details of share capital as on 31 March 2026 is provided below:

Particulars

Amount (?)

Authorised Share Capital

74,12,01,00,000

Paid up Share Capital

3,91,06,86,689

Listed Share Capital

3,91,03,88,057

Shares under Abeyance pending allotment

2,98,632*

*As on 31 March 2026, out of the total paid up share capital of3,91,06,86,689 equity shares, 2,98,632 equity shares are pending for allotment and listing and hence, kept under abeyance since they are sub-judice.

The details of the Capital Evolution are available on the website of the Company and can be accessed at www.vedantalimited.com

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

Your Company has 48 subsidiaries (22 direct and 26 indirect) as at 31 March 2026, as disclosed in the notes to accounts.

Subsidiaries:

During the year and till date, the following changes have taken place in subsidiary companies:

•    The Company sold 66.7 million equity shares held in its subsidiary, Hindustan Zinc Limited ("HZL”), on 18 June 2025 pursuant to which the shareholding of the Company in HZL has reduced from 2,67,95,48,419 (63.42% of total issued and paid-up equity share capital of HZL) to 2,61,28,48,419 equity shares (61.84% of total issued and paid-up equity share capital of HZL). Subsequently, by way of an Offer For Sale ("OFS”) through stock exchange mechanism held on 28 and 29 January 2026, the Company sold 4,75,77,066 equity shares held

in HZL (representing 1.13% of HZLs total issued and paid-up equity share capital). Pursuant to the OFS, the shareholding of the Company in HZL has reduced from 2,61,28,48,419 shares (61.84% of total issued and paid-up equity share capital of HZL) to 2,56,52,71,353 equity shares (60.71% of total issued and paid-up equity share capital of HZL);

•    Vedanta Finance IFSC Limited has been incorporated as a wholly owned subsidiary of the Company at Gujarat International Finance Tec-City (GIFT City), Gujarat on 18 November 2025;

•    Lisheen Mine Partnership has been dissolved effective from 19 November 2025;

•    The National Company Law Tribunal Kolkata (NCLT Kolkata) vide its Order pronounced on 03 December 2025, has granted its approval for the Resolution Plan as submitted by the Company for acquisition of Incab Industries Limited under Corporate Insolvency Resolution Process in accordance with the provisions of Insolvency and Bankruptcy Code (IBC), 2016. The Company has accordingly paid acquisition amount and taken over control of Incab Industries Limited with effect from 10 December 2025;

•    Sesa Iron and Steel Limited has been struck off from the register of companies and stands dissolved with effect from 16 March 2026.

As at 31 March 2026, the Company has 05 associate companies and joint ventures.

Associate Companies and Joint Ventures:

•    Gaurav Overseas Private Limited;

•    RoshSkor Township (Pty) Ltd;

•    Madanpur South Coal Company Limited;

•    Rosh Pinah Health Care (Proprietary) Limited;

•    Gergarub Exploration and Mining (Pty) Limited.

During the year, Goa Maritime Private Limited has been struck off from the register of companies and stands dissolved with effect from 16 March 2026.

As required under Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries and joint ventures, prepared in accordance with Ind AS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), a statement containing the salient features of the financial statements of the subsidiary and associate companies is attached to the financial statements in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with Section 136 of the Act, the audited Standalone and Consolidated financial statements of the Company along with relevant notes and separate audited accounts of subsidiaries are made available on the website of the Company at www.vedantalimited.com. Copies of the financial statements of the Company and of the subsidiary companies shall be made available upon request by any member of the Company. Additionally, these financial statements shall also be available for inspection by members on all working days during business hours at the Registered Office of the Company.

MATERIAL SUBSIDIARIES

Your Company has adopted a policy on determination of material subsidiaries in line with the Listing Regulations.

The policy aims to determine the Material Subsidiaries and Unlisted Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed at www.vedantalimited.com.

In accordance with the Listing Regulations, the Company had the following material subsidiary companies during FY 2025-26:

•    Hindustan Zinc Limited ("HZL”), a listed subsidiary;

•    Bharat Aluminium Co. Limited ("BALCO”), an unlisted subsidiary;

•    Cairn India Holdings Limited ("CIHL”), an unlisted subsidiary;

•    Avanstrate Inc. ("ASI”), an unlisted subsidiary;

•    Black Mountain Mining (Proprietary) Limited ("BMM”), an unlisted subsidiary;

•    Meenakshi Energy Limited ("Meenakshi”), an unlisted subsidiary;

•    Bloom Fountain Limited ("BFL”), an unlisted subsidiary;

•    Cairn Energy Hydrocarbons Limited ("CEHyL”), an unlisted subsidiary;

•    THL Zinc Ventures Limited ("THLZV”), an unlisted subsidiary;

•    Talwandi Sabo Power Limited ("TSPL”), an unlisted subsidiary; and

•    ESL Steel Limited ("ESL”), an unlisted subsidiary.

Further, the details as required to be provided for material subsidiaries under SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023 are as follows:

Material

Subsidiary

Particulars

Date of Incorporation Place of

Incorporation

Name of Statutory Auditors

Date of Appointment of Statutory Auditor

HZL

10 January 1966 Udaipur

S.R. Batliboi & Co. LLP

09 August 2021

BALCO

27 November 1955 New Delhi

S.R. Batliboi & Co. LLP

17 September 2021

CIHL

02 August 2006 Jersey

MHA Audit Services LLP (Erstwhile MHA MacIntyre Hudson)

10 March 2021

ASI

08 February 2008 Japan

Ernst & Young ShinNihon LLC

26 June 2015

BMM

11 November 2005 South Africa

Ernst and Young Inc

19 April 2016

Meenakshi

21 August 1996 Kolkata

Haribhakti & Co. LLP

12 August 2024

BFL

23 June 2011 Mauritius

Baker Tilly

09 November 2022

CEHyL

11 June 2022 Scotland

MHA Audit Services LLP (Erstwhile MHA MacIntyre Hudson)

20 November 2020

THLZV

28 February 2008 Mauritius

Baker Tilly

22 January 2026

TSPL

05 April 2007 Patiala

S.R. Batliboi & Co. LLP

01 April 2021

ESL

20 December 2006 Jharkhand

Lodha & Co. LLP

26 August 2022

The Company has complied with the applicable provisions of the Listing Regulations w.r.t material subsidiaries during FY 2025-26.

DEBENTURES

     

During FY 2025-26, the Company has raised ? 7,575 crore through issuance of Non-Convertible Debentures ("NCDs”) of face value of ? 1,00,000 each on private placement basis as per the following details:

Date of

Security Description Allotment

Total Amount

No. of NCDs Tenor (in ? crore)

Maturity Date

Unsecured Rated Listed Redeemable Non- 05 June 2025

2,40,000 2,400 2 years 6 months 03 December 2027

Convertible Debentures (in 3 series)

1,75,000 1,750 3 years

05 June 2028

   

85,000 850 2 years

04 June 2027

Unsecured Rated Listed Redeemable Non- 16 March 2026 Convertible Debentures

2,57,500 2,575 3 years

16 March 2029

Further, the details with respect to outstanding listed NCDs as on 31 March 2026 have been detailed in the Corporate Governance Report.

COMMERCIAL PAPERS

   

As on 31 March 2026, the Company does not have any outstanding Commercial Papers.

 

UNCLAIMED SHARES

   

Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the procedure to be adopted for unclaimed shares issued in physical form in public issue or otherwise, the Company has a separate demat account in the title of 'Vedanta Limited - Unclaimed Suspense Account'. The details of shares lying in the unclaimed suspense account are provided below:

Description

   

No. of Equity

No. of

shares of

shareholders

? 1/- each

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

91 1,69,425

Number of shares transferred to the unclaimed suspense account during the year

- -

Number of shareholders who approached issuer for transfer of shares from suspense account during the year;

7 21,976

Number of shareholders to whom shares were transferred from suspense account during the year;

Number of shares transferred to IEPF account pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Amendment Rules, 2017

18 9,468

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

66 1,37,981

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

In accordance with the provisions of the Companies Act, 2013 ("Act”) and the Investor Education and Protection Fund ("IEPF / Fund”) (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), as amended from time to time, the company is required to transfer the following to IEPF:

•    Dividend amount that remains unpaid/unclaimed for a period of seven (7) years; and

•    Shares on which the dividend has not been paid/claimed for seven (7) consecutive years or more.

Additionally, pursuant to Rule 3(3) of IEPF Rules, in case of term deposits of companies, due unpaid or unclaimed interest shall be transferred to the Fund along with the transfer of the matured amount of such term deposits.

Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/ unclaimed amount of dividend and shares due for transfer to IEPF established by the Central Government. Further, in compliance with IEPF Rules including statutory modification(s) thereof, the Company publishes notices in newspapers and sends specific letters to all shareholders whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.

Basis the continuous efforts of the Company, a total of 346 investor claims have been released from IEPF till 31 March 2026 aggregating to 4,08,461 shares.

Dividend and other amounts transferred/credited to IEPF during FY 2025-26

The details of dividend and other unpaid/unclaimed amounts transferred to IEPF during the year are provided below:

Dividend and other unpaid/unclaimed amounts transferred to IEPF during the year

Financial Year Type of Amount D^e °.f

Declaration

Amount transferred to IEPF (in ?)

Date of transfer to IEPF

Equity Shares

2017-18 First Interim Dividend 2017-18 13 March 2018

17,33,47,736.00

13 June 2025

2018-19 First Interim Dividend 2018-19 31 October 2018

11,56,91,580.00

17 December 2025

2025-26 First Interim Dividend 2025-26 18 June 2025

3,76,46,192.00

21 July 2025

2025-26 Second Interim Dividend 2025-26 21 August 2025

8,07,40,405.00

10 September 2025

Preference Shares

Non-Convertible Non-Cumulative Preference Dividend 13 March 2018

26,88,273.00

06 May, 2025

Redeemable lYeferenre shares of Dividend on 7.5% Preference 11 October 2018 ? 10/- each fully paid up issued pursuant Shares

9,85,639.00

26 November 2025

erstwhile Cairn India Limited and Redem ption 75Preference 11 October 2018 Vedanta Limited shares

1,67,94,691.00

01 December 2025

Total

30,95,07,919.00

 

In view of specific order(s) of court/tribunal/statutory authority restraining transfer of shares and dividend thereon, such shares and unpaid dividend have not been transferred to IEPF pursuant to Section 124 of the Act and Rule 6 of IEPF Rules

including statutory modification(s) or re-enactment(s) thereof.

   

The details of dividend declared during the year on shares already transferred to IEPF are provided below:

 

Dividend declared during FY 2025-26 on shares already transferred to IEPF

Financial Year Type of Dividend Date of Declaration Amount ^nsferi^ to Date of transfer to IEPF

IEPF (in ?)

2025-26 1st Interim Dividend 18 June 2025

37,64,6192.00

21 July 2025

2025-26 2nd Interim Dividend 21 August 2025

8,07,40,405.00 10 September 2025

2025-26 3rd Interim Dividend 23 March 2026

5,37,83,954.80

15 April 2026

Total 17,21,70,552.00

Shares transferred/credited to IEPF during FY 2025-26

During the year, the Company transferred 3,90,239 equity shares of ? 1/- each comprising of 1,371 shareholders to IEPF.

The Company has also introduced the facility to search the amount of dividend and number of shares transferred or due to be transferred to IEPF with the help of DP Id/ Client Id if the shares are in demat form or folio number if the shares are in physical form. The facility is available on the website of the Company at www.vedantalimited.com.

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.vedantalimited.com.

Dividend due to be transferred to IEPF during FY 2026-27

 

The dates on which unclaimed dividend and their corresponding shares would become due to be transferred to IEPF during FY 2026-27 are provided below:

Dividend due to be transferred to IEPF during FY 2026-27

Date of Date of

Particulars completion of Due date for transfer to IEPF

Declaration

seven years

Amount as on 31 March 2026 (in ?)

Second Interim Dividend 2018-19 06 March 2019 10 April 2026 09 May 2026

1,51,14,159.95

Total

1,51,14,159.95

Ms. Prerna Halwasiya, Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer and Ms. Kavitha Pillai, Associate General Manager, Corporate Secretarial has been designated as Deputy Nodal Officer under the provisions of IEPF.

The contact details can be accessed on the website of the Company at www.vedantalimited.com.

 

 

TRANSFER TO RESERVES

The Company proposes Nil transfer to General Reserve out of its total profit of ? 17,726 crore for the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the standalone financial statements. (Please refer to Notes to the standalone financial statements).

FIXED DEPOSITS

As on 31 March 2026, deposits amounting to ? 44,000 remain unclaimed. Since the matter is sub judice, the Company is maintaining status quo.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Act and the Rules framed thereunder during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Provided below are the significant and material orders which have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in the future.

Copper Division

The Company had filed a Special Leave Petition before the Hon'ble Supreme Court against the order of Division Bench of Madras High Court vide which the Court had upheld the closure of the Copper Smelter Plant at Thoothukudi. The Hon'ble Supreme Court on 29 February 2024 concluded that the Special Leave Petition did not warrant interference under Article 136 of the Constitution of India and dismissed the Special Leave Petition filed by the Company.

The Company filed a review petition against the order passed by the Hon'ble Supreme Court, which has been dismissed and the Company is currently exploring all possible legal avenues including filing of Curative petition.

Further, the Company submitted its Green Copper Proposal to the State Government. However, as the State Government did not take any action on the proposal, the Company filed a writ petition before the Hon'ble Madras High Court seeking directions from the High Court for considering its proposal for production of Green Copper at the site instead of the earlier copper plant. The matter was listed on 18 December 2025 wherein the High Court directed the Company to file an application before the appropriate authorities and directed the State to consider the same. On the basis of the said directions of the Madras High Court, the Company filed fresh CTO Application before Tamil Nadu Pollution Control Board ("TNPCB”) which has been rejected. The Company has filed a fresh writ before the Hon'ble Madras High Court challenging the rejection order. The matter is currently pending.

CHANGE IN NATURE OF BUSINESS OF COMPANY

There is no change in the nature of business of your Company during the year under review.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate action within the specified time limit.

GENERAL DISCLOSURES

(a)    There are no pending legal proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

(b)    There was no instance of one-time settlement with any bank or financial institution during FY 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 of the Companies Act, 2013, your Directors subscribe to the "Directors' Responsibility Statement” and to the best of their knowledge and ability, hereby confirms that:

(a)    in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(b)    they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, i.e., 31 March 2026 and of the profit and loss of the Company for the financial year ending on 31 March 2026;

(c)    they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

(d)    the annual accounts have been prepared on a going concern basis;

(e)    they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f)    proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AWARDS AND RECOGNITION

The Company remains committed to sustaining high standards of corporate governance, operational excellence and responsible business practices as part of its long-term growth strategy. In recognition of its focussed efforts across innovation, sustainability and business performance, Vedanta has received awards and recognitions across reputable national and international platforms.

These recognitions reflect the progress made by the Company in advancing best-in-class practices and underscore its continued emphasis on value creation for stakeholders and meaningful contributions to society.

The Company remains focussed on pursuing disciplined improvements across its operations and governance framework to support sustainable and resilient growth.

The details of the awards and recognitions secured by the Company have been set out in a separate section of the Integrated Annual Report.

ACKNOWLEDGEMENTS AND APPRECIATION

Vedanta continues to be guided by a strong leadership team comprising professionals with diverse global experience and deep sectoral expertise. Their strategic direction, adherence to global best practices and focus on long-term value creation have enabled the Company to pursue its vision of building a leading global natural resources enterprise. The Board acknowledges the management's commitment to progressive policies, disciplined execution and responsible growth.

The Directors take this opportunity to place on record their sincere appreciation for the continued support and cooperation extended by the Central and State Governments, regulatory authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders and investors. Their trust, guidance and encouragement have been instrumental in the Company's progress and resilience.

The Board also expresses its deep gratitude to all employees for their dedication, professionalism and sustained efforts, which have contributed meaningfully to the Company's performance and growth. Their commitment and enthusiasm remain central to the Company's success.

The Directors further acknowledge the confidence and trust reposed by all stakeholders in Vedanta and look forward to their continued support and engagement as the Company strives to enhance stakeholder value and contribute to India's growth and development.