VEDANTA LIMITED

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

POSTAL BALLOT NOTICE

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

To the Members of the Company,

Notice is hereby given that the resolution as set out below is proposed for approval by the Members of Vedanta Limited
(“the Company”) by means of Postal Ballot, only by way of e-voting process (“e-voting”) being provided by the
Company to all its Members to cast their votes electronically, pursuant to the provisions of Section 108 and 110 of the
Companies Act, 2013 (“the Act”) and other applicable provisions of the Act read with Rule 20 and 22 of the Companies
(Management and Administration) Rules, 2014 (“the Rules”) and other applicable rules made thereunder, Secretarial
Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, Securities and Exchange
Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020 dated April 13, 2020, General
Circular No. 10/2022 dated December 28, 2022 and the latest being General Circular No. 09/2023 dated September
25, 2023 and other applicable circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) and other
applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force and as amended from time to time).

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

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

Members are requested to read the instructions in the Notes provided in this Postal Ballot Notice to cast their vote
electronically. The votes can be cast not later than 5:00 p.m. (IST) on Friday, June 21, 2024.

The Scrutinizer will, after conclusion of e-voting, scrutinize the votes cast, make a Scrutinizer’s report of the votes
cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the
same. The Chairman or any other person authorised by the Chairman shall declare the results within the prescribed
timelines under applicable laws. The said results along with the report of the Scrutinizer will also be placed on the
website of the Company at www.vedantalimited.com, the website of KFin Technologies Limited (“KFin”), Registrar
& Transfer Agent (“RTA”) of the Company at https://evoting.kfintech.com and shall also be displayed at the
registered and corporate office of the Company. The results shall simultaneously be submitted to the Stock
Exchange(s) and be made available at www.bseindia.com and www.nseindia.com. The resolution will be deemed
to be passed on Friday, June 21, 2024 subject to receipt of the requisite number of votes in favour of the resolution.
SPECIAL BUSINESS:

1. Issuance of securities up to ₹ 8,500 Crore (Rupees Eight Thousand Five Hundred Crore) and pass the following
resolution as a Special Resolution:

“RESOLVED THAT in accordance with the relevant enabling provisions of the Memorandum and Articles of
Association of the Company and pursuant to the applicable provisions of Sections 23, 42, 62 and other
applicable provisions, if any, of the Companies Act, 2013, including any amendment(s), statutory
modification(s) and/or re-enactment thereof for the time being in force (“the Act”) and the rules made
thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, Companies (Share
Capital and Debentures) Rules, 2014, including any amendment(s), statutory modification(s) and/or re-
enactment thereof for the time being in force and other applicable rules made thereunder, the Foreign
Exchange Management Act, 1999, including any amendment(s), statutory modification(s) and/or re-
enactment thereof for the time being in force, the Foreign Exchange Management (Non-debt Instruments)
Rules, 2019, the Foreign Exchange Management (Mode of Payment and Reporting of Non debt Instruments)
Regulations, 2019, including any amendment(s), statutory modification(s) and/or re-enactment thereof for
the time being in force, the Consolidated FDI Policy issued by the Department for Promotion of Industry and
Internal Trade, Ministry of Commerce and Industry, Government of India, as amended and replaced from
time to time, the relevant regulations of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, including any amendment(s), modification(s), variation or re-
enactment thereof (the “ICDR Regulations”), the Issue of Foreign Currency Convertible Bonds and Ordinary
Shares (through Depository Receipt Mechanism) Scheme, 1993, as amended (the “FCCB Scheme”), the
Depository Receipts Scheme, 2014 and the Framework for Issue of Depository Receipts dated October 10,
2019 issued by the Securities and Exchange Board of India (together, the “GDR Scheme”), the applicable
listing agreement(s) entered into by the Company with the Stock Exchange(s) where the equity shares of the
Company of the face value of ₹ 1/- each (the “Equity Shares”) are listed, the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable, and all
other applicable statutes, clarifications, rules, regulations, circulars, notifications, directions, guidelines, as
may be applicable, and as amended from time to time, issued by the Government of India (the “GoI”),
Ministry of Corporate Affairs (the “MCA”), Reserve Bank of India (the “RBI”), Securities and Exchange Board
of India (the “SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively referred to as
“Stock Exchanges”) and/or any other regulatory/statutory authorities in India or abroad for the time being in
force, to the extent applicable and subject to all other approval(s), consent(s), permission(s) and/ or
sanction(s) as may be required from any regulatory/ statutory authorities and guidelines and clarifications
issued thereon from time to time, including by the Registrar of Companies, Maharashtra at Mumbai (“RoC”),
GoI, MCA, RBI, SEBI and the Stock Exchanges (hereinafter singly or collectively referred to as the “Appropriate
Authorities”) as may be required and subject to such terms, conditions and modifications as may be
prescribed by any of the Appropriate Authorities while granting any such approvals, consents, permissions
and sanctions, as may be applicable on the Company and in accordance with the applicable laws in force,
which may be agreed to by the Board of Directors of the Company (the “Board”) (which term shall be deemed
to include any committee constituted/to be constituted by the Board to exercise its powers including powers
conferred by this resolution), which the Board be and is hereby authorised to accept, if it thinks fit in the best
interest of the Company, the consent, authority and approval of the Members of the Company be and is
hereby accorded to create, issue, offer and allot (including with provisions for reservations on firm and/or
competitive basis, or such part of issue and for such categories of persons as may be permitted under the
applicable laws) such number of Securities (as defined hereinafter), for cash at such price that may be decided
by the Board in terms of the applicable regulations and as permitted under the applicable laws, in one or
more tranches, with or without a green shoe option for an aggregate amount of up to ₹ 8,500 Crore (Rupees
Eight Thousand Five Hundred Crore) or its equivalent amount in such foreign currencies as may be necessary
to such investors, whether Indian or foreign, that may be permitted to invest in such issuance of Securities,
including eligible Qualified Institutional Buyers (the “QIBs”) as defined in the ICDR Regulations, by way of a
private placement including Qualified Institutions Placement (the “QIP”) in accordance with the provisions of
Chapter VI of the ICDR Regulations, or through a Further Public Offer (“FPO”) (including under the fast track
route, subject to meeting the requisite prescribed criteria, in accordance with and under the provisions of
Chapter IV of the ICDR Regulations), or through any other permissible mode and/ or combination thereof as
may be considered appropriate, by way of issue of Equity Shares (whether fully or partly paid-up) or by way
of issue of any other instrument or security, including fully/partly/optionally convertible debentures,
warrants, securities convertible into Equity Shares, Global Depository Receipts (the “GDRs”), American
Depository Receipts (the “ADRs”) or Foreign Currency Convertible Bonds (the “FCCBs”), and/or any other
eligible Securities which may or may not be listed (all instruments mentioned above collectively with the
Equity Shares (whether fully or partly paid-up) to be hereinafter referred to as the “Securities”) or any
combination of Securities, with or without premium or discount (as may be permitted), to be subscribed to
in Indian and/or any foreign currency(ies) by all eligible investors, who may or may not be shareholders of
the Company as the Board may decide, including resident and/or non-resident/foreign investors (whether
institutions and/or incorporated bodies and/or trusts or otherwise)/foreign portfolio investors/anchor
investors/ Hindu undivided families/mutual funds/pension funds/venture capital funds/banks/alternate
investment funds/Indian and/or multilateral financial institutions, insurance companies and any other
category of persons or entities who/which are permitted to invest in Securities of the Company as per extant
regulations/guidelines or any combination of the above as may be deemed appropriate by the Board in its
absolute discretion and whether or not such investors are members of the Company (collectively referred to
as the “Investors”), to all or any of them, jointly and/or severally through an offer/placement document
and/or other letter or circular and/or on private placement basis, on such terms and conditions considering
the prevailing market conditions and other relevant factors wherever necessary, including securities
premium, or its equivalent amount in such foreign currencies as may be necessary inclusive of any premium
and green shoe option attached thereto, in one or more tranche or tranches, at such price or prices, (whether
at prevailing market price or at permissible discount or premium to market price in terms of applicable
regulations) and on such terms and conditions at the Board’s absolute discretion, including the discretion to
determine the categories of Investors, considering the prevailing market conditions and other relevant factors
wherever necessary, to whom the offer, issue and allotment of Securities shall be made to the exclusion of
others, in such manner, including allotment to stabilizing agent in terms of green shoe option, if any, exercised
by the Company and where necessary, in consultation with the book running lead managers and/or
underwriters and/or stabilizing agent and/or other advisors or otherwise on such terms and conditions,
including making of calls and manner of appropriation of application money or call money, in respect of
different class(es) of Investor(s) and/or in respect of different Securities, deciding of other terms and
conditions like number of securities to be issued, face value, number of Equity Shares to be issued and allotted
on conversion, rights attached to the warrants, terms of issuance, period of conversion, fixing of record date
or book closure dates, if any, as the Board may in its absolute discretion decide, in each case, subject to the
applicable laws.

RESOLVED FURTHER THAT the relevant date (where applicable) for the purpose of pricing the Securities, as
eligible in accordance with applicable law, in case of a QIP or issuance of FCCBs/ADRs/GDRs shall be the date
of the meeting in which the Board or any Committee duly authorised by the Board, decides to open the issue
of such Securities, as eligible in accordance with applicable law, or FCCBs/ADRs/GDRs and the pricing shall be
determined by the Board or any Committee duly authorised by the Board at or above the floor price
determined on the basis of such formula and relevant date as provided under the Act, the ICDR Regulations,
the FCCB Scheme, the GDR Scheme and other applicable laws, regulations and guidelines; in the event that
convertible securities (as defined under the ICDR Regulations) are to be issued in the QIP, the relevant date
for pricing of such Eligible Securities shall be either the date of the meeting in which the Board decides to
open the issue of such convertible securities or the date on which the holders of such convertible securities
become entitled to apply for the Equity Shares, as determined by the Board or any Committee duly authorised
by the Board or such date as may be permitted under ICDR Regulations, as may be amended from time to
time; and in the event of issuance of Securities by way of further public offer as per provisions of Chapter IV
of the ICDR Regulations, an issue of Securities shall be made at a price which will be determined through book
building process or any other permissible method under the ICDR Regulations as the Board may decide in
consultation with book running lead managers.

RESOLVED FURTHER THAT in case of an issue and allotment of Securities, as eligible in accordance with
applicable law, by way of a QIP in terms of Chapter VI of the ICDR Regulations:

(i) the allotment of Securities, as eligible in accordance with applicable law, shall only be made to QIBs as
defined in the ICDR Regulations;
(ii) the allotment of Securities, as eligible in accordance with applicable law, or any combination of
Securities, as eligible in accordance with applicable law, as may be decided by the Board, shall be
 completed within 365 days from the date of the special resolution of the members of the Company or
such other time as may be allowed under the ICDR Regulations, the Act, and/or applicable and relevant
laws/guidelines, from time to time;
(iii) the Equity Shares (including issuance of the Equity Shares pursuant to conversion of any Securities as
the case may be in accordance with the terms of the offering) issued shall rank pari passu in all respects
including entitlement to dividend with the existing Equity Shares of the Company as may be provided
under the terms of issue and in accordance with the placement document(s);
(iv) the Equity Shares to be so created, offered, issued and allotted shall be subject to the provisions of the
Memorandum and Articles of Association of the Company;
(v) any issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price
determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations
(the “QIP Floor Price”). The Board or a duly constituted committee thereof may, however, in its absolute
discretion, issue Equity Shares at a discount of not more than five percent or as may be in accordance
with the applicable laws on such QIP Floor Price;
(vi) the tenure of any Securities, as eligible in accordance with applicable law, issued through the QIP shall
not exceed sixty months from the date of allotment;
(vii) a minimum of ten percent of the allotment of Securities, as eligible in accordance with applicable law,
by of a QIP shall be to mutual funds and if mutual funds do not subscribe to the aforesaid minimum
percentage or part thereof, such minimum portion may be allotted to other QIBs;
(viii) no allotment shall be made, either directly or indirectly, to any QIB who is a Promoter of the Company
or any other person related to the Promoters of the Company;
(ix) the allotment to a single QIB in the proposed QIP issue will not exceed 50% of the total issue size and
the minimum number of allottees shall not be less than two (in case the issue size is less than or equal
to ₹ 250 Crore) or five (in case the issue size is more than ₹ 250 Crore), as applicable, or such other limit
as may be permitted under applicable laws;
(x) no partly paid-up Equity Shares or other Securities, as eligible in accordance with applicable law, shall
be issued/ allotted;
(xi) the Company shall not undertake any qualified institutions placement until the expiry of two weeks or
such other time as may be prescribed in the ICDR Regulations, from the date of prior QIP made pursuant
to one or more special resolutions; and
(xii) the Securities, as eligible in accordance with applicable law, shall not be sold for a period of one year
from the date of allotment, except on a recognised Stock Exchange or except as may be permitted from
time to time by the ICDR Regulations.

RESOLVED FURTHER THAT in case of an issue and allotment of Securities, as eligible in accordance with
applicable law, by way of a QIP in terms of Chapter VI of the ICDR Regulations, the price determined for the
QIP shall be subject to appropriate adjustments if the Company, pending allotment under this resolution:

(i) makes an issue of Equity Shares by way of capitalization of profits or reserves, other than by way of
dividend on Equity Shares;
(ii) undertakes a rights issue of Equity Shares;
(iii) consolidates its outstanding Equity Shares into a smaller number of Equity Shares;
(iv) divides its outstanding Equity Shares including by way of stock split;
(v) re-classifies any of its Equity Shares into other Securities of the Company; and
(vi) is involved in such other similar events or circumstances, which in the opinion of the concerned stock
exchange, requires adjustments.

RESOLVED FURTHER THAT in case of an issue and allotment of Securities under the FCCB Scheme and/or the
GDR Scheme and other applicable laws, the FCCBs and/or the GDRs to be created, offered, issued, and
allotted shall be subject to the provisions of the Memorandum and Articles of Association and any Securities
that may be created, offered, issued and allotted by the Company shall rank pari-passu in all respects with
the existing Equity Shares of the Company in all respects, except as may be provided otherwise under the
terms of issue/ offering and in the offer document and/or placement document and/or offer letter and/or
offering circular and/or listing particulars. The Board be and is hereby authorized to issue and allot such
number of Equity Shares as may be required to be issued and allotted upon issuance / conversion of any FCCB
or as may be necessary. Further, the Board be and is hereby authorized to decide upon, at its discretion, the
facilitation of an exit by any current or future holder of Equity Shares (“Permissible Securities”) through the
issue of Depositary Receipts (“DRs”), and a transfer of Permissible Securities by any current or future holder
of a Permissible Security to a foreign depository for the purpose of issue of DRs, pursuant to a sponsored
depository receipt program to the extent permitted under applicable laws, through transactions permitted
under applicable law (including without limitation on a recognized stock exchange, in bilateral transactions
or by tendering through a public platform), where such DRs may be issued by the foreign depository and
offered and sold in one or more transactions by way of a private placement, public offering or in any other
manner prevalent and permitted in a permissible jurisdiction under applicable law, at such price or prices, at
a discount or premium to market price or prices permitted under applicable laws.

RESOLVED FURTHER THAT in case of an allotment of Securities by way of a FPO in terms of Chapter IV of the
ICDR Regulations and other applicable laws:

(i) The Company may determine the price of Equity Shares, and in case of convertible securities, the coupon
rate and conversion price in consultation with the book running lead managers or by way of a book
building process, for cash at par or at such premium or discount per Equity Share as allowed under the
applicable laws, to such category of persons as may be permitted or in accordance with the ICDR
Regulations or other applicable laws, if any, as may be prevailing at that time and in such manner as
may be determined by the Board in consultation with the book running lead managers and / or
underwriters and / or the stabilizing agent and / or other advisors or such persons appointed for the
FPO;
(ii) the Board be and is hereby authorized on behalf of the Company to make available for allocation a
portion of the FPO to any category(ies) of persons permitted under applicable laws, including without
limitation, eligible employees and promoters of the Company or to provide a discount to the offer price
to retail individual bidders or eligible employees; and to take any and all actions in connection with any
reservation or discount as the Board may think fit or proper in its absolute discretion, including, without
limitation, to negotiate, finalize and execute any document or agreement, and any amendments,
supplements, notices or corrigenda thereto; seek any consent or approval required or necessary; give
directions or instructions and do all such acts, deeds, matters and things as the Board may, from time
to time, in its absolute discretion, think necessary, appropriate, or desirable; and settle any question,
difficulty, or doubt that may arise with regard to or in relation to the foregoing;
(iii) the Equity Shares allotted pursuant to the FPO shall be listed on the Stock Exchanges; and
(iv) the Equity Shares so allotted under the FPO (including any reservation or green shoe option) shall be
subject to the provisions of the Memorandum and Articles of Association and rank pari passu in all
respects with the existing Equity Shares of the Company including voting rights and rights in respect of
dividend, however, in case of any partly paid-up Equity Shares issued pursuant to the FPO, such partly-
paid up Equity Shares, shall, upon being fully paid- up, rank pari passu in all respects with the existing
Equity Shares of the Company including voting rights and rights, including in respect of dividend.

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and
subject to approval, consents, permissions, if any, of any Appropriate Authorities including any conditions as
may be prescribed in granting such approval or permissions by such Appropriate Authorities, the aforesaid
Securities may have such features and attributes or any terms or combination of terms in accordance with
the domestic and international practices to provide for the tradability and free transferability thereof as per
the applicable laws and prevailing practices and regulations in the capital markets and the Board be and is
hereby authorised, in its absolute discretion, in such manner as it may deem fit, to dispose off such of the
Securities that are not subscribed, in accordance with the applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares or
Securities, as described above, the Board and any committee of the Board constituted thereof be and is
hereby authorised on behalf of the Company to take all such actions and do all such acts, deeds, actions,
matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose,
including without limitation, the determination of the nature of the issuance, terms and conditions for
issuance of Securities including the number of Securities that may be offered in domestic and/or international
markets and proportion thereof, issue price and discounts permitted under applicable laws, premium amount
on issue/ conversion of the Securities, if any, rate of interest, timing for issuance of such Securities and shall
be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, appoint /engage
book running lead manager(s), underwriters, depositories, custodians, registrars, bankers, lawyers, advisors,
credit rating agencies, monitoring agency(ies), stabilizing agents, and all such agencies as are or may be
required to be appointed, involved or concerned as it may deem expedient, seek listing of any or all of such
Securities on the Stock Exchanges in India and in case of GDRs or ADRs internationally, enter into and execute
arrangements for managing, underwriting, marketing, listing, trading and entering into and executing
arrangements with merchant bankers, lead managers, legal advisors, depository, custodian, registrar,
stabilizing agent, paying and conversion agent, trustee, escrow agent and executing other agreements,
including any amendments or supplements thereto, as necessary or appropriate, to open such bank accounts,
including escrow accounts, share/securities accounts, custodian accounts in India or abroad as required, in
accordance with applicable law, to seek by making requisite applications as may be required, any approval,
consent or waiver from the Company’s lenders and/or any third parties (including industry data providers,
customers, suppliers) with whom the Company has entered into various commercial and other agreements,
and/or any/all concerned government, statutory and regulatory authorities, and/or any other approvals,
consents or waivers that may be required, and give effect to such modifications, changes, variations,
alterations, deletions, additions as regards the terms and conditions as may be required by any Appropriate
Authority, and to finalise, approve and issue any document(s) or agreements including but not limited to
prospectus and/or letter of offer and/or circular and/or offering circular and/or placement memorandum
and/or preliminary placement documents and/or placement document, registration statement and filing
such documents (in draft or final form) with any Indian or foreign regulatory authority or Stock Exchanges
and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses
relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that
may arise with regard to the issue, offer or allotment of Securities and take all such steps which are incidental
and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its
absolute discretion, deem fit without being required to seek further consent or approval of the Members or
otherwise to the end and intent that the Members shall be deemed to have given their approval thereto
expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permitted by
law) all or any of its powers herein conferred by this resolution to any Committee duly authorised by the
Board or subject to applicable laws to any one or more director and/or any one or more officers of the
Company to give effect to this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and
things and take all such steps as may be necessary, proper or expedient to give full effect to the above
resolution and matters connected therewith or incidental thereto.”

Registered Office: By Order of the Board of Directors

1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue Prerna Halwasiya
Atul Projects, Chakala, Andheri (East) Company Secretary & Compliance Officer
Mumbai – 400 093 Membership No.: ACS 20856
CIN: L13209MH1965PLC291394
E-mail ID: [email protected]
Website: www.vedantalimited.com
Tel: +91 22 6643 4500; Fax: +91 22 6643 4530

Place: New Delhi

Dated: May 16, 2024
NOTES:

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

2. In accordance with the MCA Circulars and the Listing Regulations, this Notice is being sent electronically to
those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained
by the Depositories as on the cut-off date i.e., Friday, May 17, 2024 (“Cut-off Date”) received from the
Depositories and whose e-mail address is registered with the Company / KFin / Depositories / Depository
Participant (“DPs”).

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

4. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the
Company as on the cut-off date i.e., closure of Friday, May 17, 2024.

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

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

7. Members whose e-mail address is not registered and who wish to receive the Notice(s), Annual Report and all
other communications by the Company, from time to time may get their e-mail address registered by
submitting Form ISR-1 to KFin at [email protected] or to the Company at [email protected].
However, for the shares held in demat form, Members are requested to write to their respective DPs.

8. The Company has engaged the services of KFin Technologies Limited (“KFin”) as the agency to provide e-voting
facility. The instructions for e-voting are provided in the Postal Ballot Notice and Members may cast their vote
by following the instructions provided in the Notes to the Notice.

9. The Postal Ballot e-voting facility will be available during the following period:
Commencement of e-voting From 9:00 a.m. (IST) on Thursday, May 23, 2024
End of e-voting Upto 5:00 p.m. (IST) on Friday, June 21, 2024

10. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently
or cast the vote again.

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

12. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Friday, June
21, 2024 subject to receipt of the requisite number of votes in favour of the resolution.

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

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

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

i) Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual Members
holding shares in demat mode

Type of Login Method

Member
Individual A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users:
Members i. Visit the e-services website of NSDL https://eservices.nsdl.com.
holding ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” under
securities in ‘IDeAS’ section.
demat mode iii. A new page will open. Enter the existing user id and password for accessing IDeAS.
with NSDL iv. After successful authentication, Members will be able to see e-voting services under ‘Value
Added Services’. Please click on “Access to e-voting” under e-voting services, after which
the e-voting page will be displayed.
v. Click on company name, i.e., ‘Vedanta Limited’, or e-voting service provider, i.e., KFin.
vi. Members will be re-directed to KFin’s website for casting their vote during the e-voting
period.

B. Instructions for those Members who are not registered under IDeAS:
i. Visit https://eservices.nsdl.com for registering.
ii. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com/.
iv. Once the home page of e-voting system is launched, click on the icon “Login” which is
available under ‘Shareholder / Member’ section. A new screen will open.
v. Members will have to enter their User ID (i.e., the sixteen digits demat account number held
with NSDL), password / OTP and a Verification Code as shown on the screen.
vi. After successful authentication, Members will be redirected to NSDL Depository site
wherein they can see e-voting page.
vii. Click on company name, i.e., Vedanta Limited, or e-voting service provider name, i.e. KFin,
after which the Member will be redirected to e-voting service provider website for casting
their vote during the e-voting period.

C. NSDL Mobile App

i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the
QR code for seamless voting experience.

Individual A. Instructions for existing users who have opted for Electronic Access to Securities Information
Members (“Easi / Easiest”) facility:
holding i. Visit https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com.
securities in ii. Click on New System MyEasi.
demat mode iii. Login to MyEasi option under quick login.
with CDSL iv. Enter the registered user ID and password for accessing Easi / Easiest.
 v. Members will be able to view the e-voting Menu.
vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page
of KFin to cast their vote without any further authentication.

B. Instructions for users who have not registered for Easi / Easiest
i. Visit https://web.cdslindia.com/myeasitoken/ for registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no. A above to cast your
vote.

C. Alternatively, instructions for directly accessing the e-voting website of CDSL

i. Visit www.cdslindia.com.
ii. Provide Demat Account Number and PAN.
iii. System will authenticate user by sending OTP on registered mobile and email as recorded
in the Demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-
voting link available against the name of the Company, viz., ‘Vedanta Limited’ or select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any
further authentication.
Individual A. Instructions for login through Demat Account / website of Depository Participant
Members i. Members can also login using the login credentials of their demat account through their DP
login through registered with the Depositories for e-voting facility.
their demat ii. Once logged-in, Members will be able to view e-voting option.
accounts / i. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL
Website of website after successful authentication, wherein they will be able to view the e-voting
Depository feature.
Participant(s) ii. Click on options available against Vedanta Limited or KFin.
iii. Members will be redirected to e-voting website of KFin for casting their vote during
the e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password, are advised to use Forgot user ID and
Forgot Password option available at respective websites.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login
through NSDL / CDSL:
Securities Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.:
held with 1800 1020 990 and 1800 22 44 30
NSDL
Securities Please contact CDSL helpdesk by sending a request at [email protected] or contact
held with at 022-23058738 or 022-23058542-43
CDSL

ii) Method of login / access to KFin e-voting system in case of all Members holding shares in physical mode
and non-individual Members holding shares in demat mode

Type of Member Login Method

Members whose A. Instructions for Members whose e-mail IDs are registered with the Company / Depository
e-mail IDs are Participant(s)
registered with Members whose e-mail IDs are registered with the Company / Depository Participant(s) will
the Company / receive an email from KFin which will include details of E-voting Event Number (EVEN), USER
Depository ID and password. They will have to follow the following process:
Participant(s) i. Launch internet browser by typing the URL: https://evoting.kfintech.com/.
ii. Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID
will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat
account, User ID will be your DP ID and Client ID. However, if a Member is registered
with KFin for e-voting, they can use their existing User ID and password for casting the
vote.
Type of Member Login Method
iii. After entering these details appropriately, click on “LOGIN”.
iv. Members will now reach password change Menu wherein they are required to
mandatorily change the password. The new password shall comprise of minimum 8
characters with at least one upper case (A-Z), one lower case (a-z), one numeric value
(0-9) and a special character (@,#,$, etc.,). The system will prompt the Members to
change their password and update their contact details viz. mobile number, e-mail ID
etc. on first login. Members may also enter a secret question and answer of their choice
to retrieve their password in case they forget it. It is strongly recommended that
Members do not share their password with any other person and that they take utmost
care to keep their password confidential.
v. Members would need to login again with the new credentials.
vi. On successful login, the system will prompt the Member to select the “EVEN”, viz.,
‘Vedanta Limited and click on “Submit”.
vii. On the voting page, enter the number of shares (which represents the number of votes)
as on the Cut-off Date under “FOR/AGAINST” or alternatively, a Member may partially
enter any number in “FOR” and partially “AGAINST” but the total number in
“FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned
herein above. A member may also choose the option ABSTAIN. If a member does not
indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held
will not be counted under either head.
viii. Members holding multiple folios / demat accounts shall choose the voting process
separately for each folio / demat account.
ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case
members do not desire to cast their vote on any specific item, it will be treated as
abstained.
x. Members may then cast their vote by selecting an appropriate option and click on
“Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify.
Once Members have voted on the resolution, they will not be allowed to modify their
vote. During the voting period, Members can login any number of times till they have
voted on the Resolution.
xii. Corporate/ Institutional Members (corporate / FIs / FIIs / trust / mutual funds / banks,
etc.) are required to send scanned copy (pdf format) of the relevant board resolution to
the Scrutinizer through e-mail to [email protected] with a copy to
[email protected]. The file scanned image / pdf file of the board resolution should
be in the naming format “Corporate Name”.
Members whose Procedure for Registration of email and Mobile: securities in physical mode
e-mail IDs are
not registered Physical shareholders are hereby notified that based ion SEBI Circular number:
with the SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16, 2023, all holders of physical
Company / securities in listed companies shall register the postal address with PIN for their corresponding
Depository folio numbers. It shall be mandatory for the security holders to provide mobile number.
Participants(s) Moreover, to avail online services, the security holders can register e-mail ID. Holder can
register/update the contact details through submitting the requisite ISR 1 form along with the
supporting documents.

ISR 1 Form can be obtained by following the link:

https://ris.kfintech.com/clientservices/isc/default.aspx

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

a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the
original documents furnished by the investor and retain copy(ies) with IPV stamping with
date and initials; or
b) Through hard copies which are self-attested, which can be shared on the address below; or
 Type of Member Login Method
Name: KFIN Technologies Limited
Address Selenium Building, Tower-B,
Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Rangareddy, Telangana India - 500 032.

c) Through electronic mode with e-sign by following the link:

https://ris.kfintech.com/clientservices/isc/default.aspx#

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

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

iii) Method for obtaining user id and password for Members who have forgotten the User ID and password

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

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

17. KPRISM- Mobile service application by KFin - Members are requested to note that KFin has launched a
mobile application - KPRISM and website https://kprism.kfintech.com for online service to Members.
Members can download the mobile application, register themselves (one time) for availing host of
services, viz., consolidated portfolio view serviced by KFin, dividend status and send requests for change
of address, change / update bank mandate. Through the mobile application, Members can download
annual reports, standard forms and keep track of upcoming general meetings and dividend
disbursements. The mobile application is available for download from Android Play Store and Google Play
Store.
Statement pursuant to Section 102(1) of the Companies Act, 2013 read with Rule 20 and 22 of the Companies
(Management and Administration) Rules, 2014

The Company keeps evaluating and exploring various forms of fund raising from time to time. In view of the
future outlook of the Company, its growth targets and prospects, it is thought prudent for the Company to
explore raising capital through the issue of securities as mentioned below. As the Company moves forward,
operational excellence, continued growth, and environmental, social, and governance leadership remains the
Company’s strategic priorities and the Company remains committed towards value creation. The Company is
focused on strategic growth by means of enhanced volume, cost optimization, and efficient project execution
and is leveraging cost efficiency to boost margins, including increase capital expenditure and reducing leverage.
It is therefore necessary that the Company should have the necessary approvals for accessing various
opportunities for capital / fund raising going forward. Accordingly, the Board, at its meeting held on May 16,
2024 has approved, raising of funds, in one or more tranches, by issuance of Equity Shares or by way of issue
of any instrument or security, including fully/partly/optionally convertible warrants, securities convertible into
Equity Shares, Global Depository Receipts (the “GDRs”), American Depository Receipts (the “ADRs”) or Foreign
Currency Convertible Bonds (the “FCCBs”) and/ or any other eligible Securities which may or may not be listed
(instruments mentioned above collectively with the Equity Shares to be hereinafter referred to as the
“Securities”) or any combination of Securities for an aggregate amount of up to ₹ 8,500 Crore by way of private
placement including preferential issue, qualified institutions placement, or through a further public offer or
through any other permissible mode and/ or combination thereof as may be considered appropriate under the
applicable laws.

The issue of Securities may be consummated in one or more tranches at such time or times at such price as
may be determined by the Board (including any Committee thereof) in its absolute discretion, taking into
consideration prevailing market conditions and other relevant factors and wherever necessary in consultation
with advisors, lead managers, underwriters and such other authority or authorities as may be necessary and
subject, as applicable, to the ICDR Regulations, and other applicable law, guidelines, notifications, rules and
regulations, each as amended.

The proposed Special Resolution seeks to confer upon the Board (including any Committee thereof) the
absolute discretion to issue Securities in one or more tranches, determine the terms of the aforementioned
issuance of Securities, including the exact price, proportion and timing of such issuance, based on analysis of
the specific requirements. The detailed terms and conditions of such issuance will be determined by the Board
(including any Committee thereof), considering prevailing market conditions and other relevant factors and
wherever necessary in consultation with advisors, lead managers, underwriters and such other authority or
authorities as may be necessary and subject, as applicable, to the ICDR Regulations, and other applicable law,
guidelines, notifications, rules and regulations. Accordingly, the Board (including any Committee thereof) may,
in its discretion, adopt any one or more of the mechanisms prescribed above to meet its objectives as stated
in the aforesaid paragraphs without the need for fresh approval from the members of the Company.

The proceeds of the proposed issue of Securities shall be utilized for the purposes of the Company, its
subsidiaries, joint ventures and associates for, inter alia, incurring capital expenditure including for undertaking
and/ or expansion of projects, working capital requirements repayment or prepayment of borrowings,
refinancing of borrowings, funding organic/ inorganic growth opportunities (including and research and
development), and other general corporate purposes and such other purpose(s) as may be permissible under
applicable laws.

The relevant date (where applicable) for the purpose of pricing the Securities shall be the date of the meeting
in which the Board or any Committee duly authorised by the Board decides to open the issue of such Securities,
subsequent to receipt of Members’ approval in terms of the applicable laws. For the purposes of clarity: (a) In
the event that Securities are issued by way of a QIP, the relevant date for the purpose of pricing of such
Securities shall be either the date of the meeting in which the Board decides to open the issue of such Securities
or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares,
as determined by the Board or any Committee duly authorised by the Board; (b) In the event the Securities are
proposed to be issued as FCCBs and/or GDRs, the relevant date for the purpose of pricing the Securities shall
be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with
the FCCB Scheme and/or the GDR Scheme and the other applicable pricing provisions issued by the Ministry of
Finance.

In the event of issuance of Securities by way of a QIP, as per the provisions of Chapter VI of the ICDR
Regulations, an issue of Securities shall be made at a price not less than the floor price calculated in accordance
with Chapter VI of the ICDR Regulations. The Board or any Committee duly authorised by the Board may offer
a discount of not more than five percent on such price determined in accordance with the pricing formula
provided under the said Chapter, in accordance with the applicable laws. Further, in the event that such
issuance of Securities is undertaken by way of a QIP, the allotment of Securities shall be completed within a
period of 365 days from passing the Special Resolution by the Members.

In the event of issuance of Securities by way of further public offer as per provisions of Chapter IV of the ICDR
Regulations, an issue of Securities shall be made at a price which will be determined through book building
process or any other permissible method under the ICDR Regulations as the Board may decide in consultation
with book running lead managers. The Securities shall be made available for allocation to all category(ies) of
persons as permitted under the applicable laws, including without limitation, eligible employees and promoters
of the Company.

Pursuant to Sections 23, 42, 62 of the Companies Act, 2013, Companies (Prospectus and Allotment of
Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable
provisions, if any, including any amendment(s), statutory modification(s) and/ or re-enactment thereof for the
time being in force, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (the “ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, approval of members is required to be obtained by a special
resolution for making any further issue of Equity Shares or Securities to any person(s) other than the existing
members of the Company.

The Board believes that the issue of Securities of the Company is in the best interest of the Company and none
of the directors and key managerial personnel or their relatives is, in any way, concerned or interested,
financially or otherwise, in the said resolution except to the extent of their shareholding, if any, and to the
extent of any Securities that may be subscribed by the companies/ institutions in which they are directors or
members. No change in control of the Company or its management of its business is intended or expected
pursuant to the issuance of Securities as proposed hereinabove.

The Board of Directors believes that the issue of Securities of the Company is in the interest of the Company
and accordingly recommends the Special Resolution as set out in Item No. 1 of this Notice for your approval.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or
interested, financially or otherwise, in the resolution set out in Item No. 1 of the Notice.

Registered Office: By Order of the Board of Directors

1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue Prerna Halwasiya
Atul Projects, Chakala, Andheri (East) Company Secretary & Compliance Officer
Mumbai – 400 093 Membership No: ACS 20856
CIN: L13209MH1965PLC291394
E-mail ID: [email protected]
Website: www.vedantalimited.com
Tel: +91 22 6643 4500; Fax: +91 22 6643 4530
Place: New Delhi
Dated: May 16, 2024