Directors Report of Vedanta Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the Annual Standalone as well as Consolidated Financial Statements for the financial year ended 31 March 2025 of Vedanta Limited ("Vedanta" or "Company").

Vedanta's strategic priorities, while moving towards responsible growth, are good governance, and social licence to operate. The Company demonstrates world-class standards of governance, safety, sustainability, and social responsibility. It's our fundamental values of "Trust, Entrepreneurship, Innovation, Excellence, Integrity, Care and Respect" that guide and help us accomplish our purpose. These serve as the foundation for everything we do and accomplish.

Furthermore, India is Vedanta's largest market, which is one of the most stable and fastest growing economies in the world. India's continued strength augurs well for its business performance.

Transforming for the Future

Your Company continue 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 help us address the nation's growing needs.

Our strategic decisions are supported by robust cashflows, disciplined capital allocation and emphasis on sustainability in everything we do. We cater to diverse consumer markets for their primary materials needs and are leaders in the segments we operate in. With a responsible business model and through activities that generate economic, human, and social value, we are ideally positioned to partner in India's journey towards greater self-reliance.

ABOUT US: COMPANY BACKGROUND AND VALUES

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

Over the years, your Company has positioned itself as a leading natural resources and technology conglomerate, focussing on large scale expansion of its portfolio in India with operational excellence benchmarked to global standards. For two decades, the Company has been contributing significantly to nation building. We have facilitated the growth of the Indian economy by contributing to the national exchequer and creating thousands of jobs.

Vedanta is a uniquely diversified Company across the natural spectrum and produces commodities 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. It strives to create long-term value for all our stakeholders through exploration, discovery, sustainable development and utilisation of diversified natural resources. 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.

KEY DEVELOPMENTS: FINANCIAL, BUSINESS AND OPERATIONAL HIGHLIGHTS FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements of the Company for the financial year ended 31 March 2025, 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

In FY 2024-25, 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-term, medium-term, and long-term goals.

PROJECTS AND EXPANSION PLAN

Projects are the key driving factors of our Group as our aspirations for growth are very different from any of the peers, globally.

HZL:

•    We have undertaken several projects to enhance

metal volume:

-    160 KTPA Roaster project at Debari has achieved a progress of 99.7% with commissioning activities under progress and expected to commission in Q1 FY 2025-26.

-    Debottlenecking of Cell-house and Leaching & Purification with project progress of 61.94% for Dariba and 63.15% for Chanderiya. The project completion is targeted in Q2 FY 2025-26 for Dariba and Q3 FY 202526 for Chanderiya.

-    Lead-Silver Recovery project at Dariba Zinc Plant involves the use of weak acid leaching process technology to improve Silver recovery.

•    For Bamnia Kalan Mine project, site work started in June

2024 and peripheral boundary wall work was completed.

Excavation works for portal is under progress.

•    Fertiliser Plant in Chanderiya has achieved a progress of 57.2% and commissioning is targeted in Q4 FY 2025-26.

•    For further phase wise expansion of Mines and Smelters, the Company has appointed strategic partners for conceptual and detailed design of 2x growth plan,

i.e., doubling existing mining, smelting capacity and tailings recycling plant. Based on the conceptual studies of tailings recycling plant, the Company has further appointed partners to carry out detailed designing and, engineering assessments.

Aluminium:

We are currently India's largest primary Aluminium producers and aim to be among top 3 producers globally (Ex China) 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 by FY 2025-26. Lanjigarh refinery expansion from 2 MTPA to 5 MTPA remains our key focus area with full ramp up to be completed in FY 2025-26, having produced

our first alumina from Train 1 of 1.5 MTPA at the end of FY 2023-24. Upon reaching the full 5 MTPA capacity, we plan to further optimise the facility through debottlenecking initiatives to achieve a production capacity of 6 MTPA. This enhanced refining capacity will enable us to effectively delink the Aluminium Production Cost from the market volatility thereby strengthening our operational resilience and cost stability.

Expansion activities are in full swing at Bharat Aluminium Co Ltd. ("BALCO") and the 0.435 MTPA project is estimated to start initial production during H1 FY 2025-26. We are also committed to our objective of producing 100% Value Added Products ("VAP”). Primary foundry alloy 180 KTPA lines in Jharsuguda and 130 KTPA Rolled Product line in BALCO have commissioned and the Billet projects are in pipeline which will enable us to reach 100% VAP facilities at BALCO and Jharsuguda. This would enable us to cater to the rapidly growing domestic demand from sunrise sectors such as EVs, Renewable Power, Defence and Aerospace.

For Coal, the Jamkhani coal mine which commenced production in FY 2023-24 is now producing at its approved capacity. We also expect to commence production at Kuraloi-A North and Ghogharpalli mines in FY 2025-26 with Barra in pipeline. These mines would comfortably enable us to achieve 100% coal security.

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.

Currently, it is under advance mechanical erection stage with overall completion status of 63%.

The project is expected to be commissioned by FY 2025-26. During construction, the expansion project will create 2000 -2500 jobs and a further 800 to 1000 permanent jobs during peak operations. In line with our vision on Value from Waste creation, the iron ore project was realised for Black Mountain Mining Proprietary Ltd. ("BMM”). The 700 KTPA Iron Ore Plant is under construction and is expected to be completed in H1 FY 2025-26. This project will create a new product line (magnetite) over & above the base metals produced by BMM. The project will also generate employment for ~400 people during construction and ~250 jobs during operations.

This is also a major ESG initiative for VZI as BMM plant tailings consists of an iron feed grade of ~39% which will now be processed and converted into world class Magnetite with target grade of more than 68% Fe instead of being discarded to the tailings dam. It will thus reduce BMM's overall future environmental footprint.

ESL:

In alignment with our long-term strategic objectives, the capacity expansion to 3.5 MTPA hot metal encompasses the commissioning of additional 1264 m³Â Blast Furnace, supported by 0.5 MTPA Coke Ovens, 800 TPD Oxygen Plant and other requisite auxiliary facilities. 10 MTPA Raw Material Handling System coupled with railway infrastructure from public siding to plant under the current expansion shall ensure seamless material movement, enhancing overall logistics efficiency and reliability. The expansion also includes the establishment of 0.18 MTPA Ductile Iron Pipe Plant, which will further strengthen our VAP portfolio. A 1.7 MTPA downstream expansion comprising 1 MTPA MIDA complex and third BOF with 0.7 MTPA Wire Rod Mill is currently under conceptualisation. This will enable the conversion of Molten Metal into 100% VAP, thereby enhancing profitability and product mix. Upon completion, this integrated expansion is expected to position ESL firmly within lowest cost quartile, while significantly expanding its footprint in the long product segment - delivering both operational leverage and long-term shareholder value.

FACOR:

In alignment with our vision of becoming India's largest Ferrochrome producer by 2027, we have embarked on three pivotal projects. Firstly, our 300 KTPA Ferrochrome plant project, which will enhance our total plant capacity to 500 KTPA, making us India's largest producer of Ferrochrome by 2027. The second is our 1.5 MTPA underground mines project and the third is our 600 KTPA concentrator project.

We have achieved a significant milestone by successfully obtaining statutory compliances for all three projects.

For 300 KTPA Ferrochrome plant, 70% of the engineering work has been completed and technology partner, Metso Outotec has completed overall equipment manufacturing process. For the 1.5 MTPA underground project, a total 530 meters development has been executed, with the first ton of ore expected in FY 2025-26. The engineering work for 600 KTPA concentrator plant has commenced with Sino Steel, 75% major critical equipment manufacturing has been completed.

Iron Ore:

WCL: We are working on a long-term vision to become a global leader in premium-quality iron ore production. The mid-term vision consists of achieving 10 MTPA premium-quality iron ore with high Fe content and low impurities.

The first phase of the growth plan will produce 3 MTPA products at the Bomi Mine, comprising a concentrator plant, a power plant, a dedicated road and jetty infrastructure, and a township. The combined contract for the concentrator plant and power plant has been awarded. The feasibility study and Front End Engineering and Design ("FEED”) for the road and jetty have been completed. The township scoping is done. The advocacy activities of obtaining licences and permits, and acquiring ROW and land are in progress. The project execution will begin upon concluding these advocacy matters. The project will be completed in around 18 months after execution starts.

The second phase is planned to increase production capacity to 10 MTPA by adding two concentrator plants, a slurry pipeline from Bomi Hill mine to Monrovia Port, upgrading capacity at the Monrovia Port to handle the cargo of 10 MTPA, and sourcing power of around 100 MW for the entire operation. A reputed German consultant is completing the Feasibility Study and FEED for the Monrovia Port upgrade, and a specialised engineering firm from the US is doing similar work for the slurry pipeline.

VAB: The Ductile Iron Pipe Project contract, awarded in December 2023, will enhance the margin and realisation at VAB through product diversification. The successful commissioning of the 5 KTPA Fe-Si Plant will lower the production costs for VAP. To enhance current Pig iron production capacity to 1.2 MTPA, a new high-capacity energy efficient blower with 120,000 Nm³/h is installed. This upgrade is expected to enhance production by an additional 180-200 t/day. Pre-operational trials was successfully completed in Q3 FY 2024-25.

Nicomet: In FY 2024-25, we were able to achieve 50% of the installed production capacity with total production and sales close to 3 KT for the year. With the debottlenecking plans, we are targeting to achieve 10 KTPA production capacity in the next six months. Additionally, having key focus on Nickel related VAP and alternative blendable RM processing capabilities. Currently holding a 50% domestic market share for Nickel Sulphate, we aim to bolster its presence by venturing into the Indian EV manufacturing sector. Furthermore, we have solidified our position by signing a Long-Term Contract ("LTC ”) for Nickel Sulphate supply with key international EV players.

Cairn Oil & Gas:

In Cairn, we remain committed to our vision of producing 50% of India's Oil & Gas production. In-line with our vision, we are hooking up ~120 wells online in FY 2025-26 across various assets. We have made hydrocarbon discovery in North East Exploratory campaign in February 2025. Significant progress has also been made in maturing and advancing key growth projects: Tight Oil, Shale, Deepwater, Ambe and Satellite Fields. As part of expanding our portfolio we have acquired 4 onshore and 3 shallow water blocks at the Open Acreage Licensing Policy ("OALP”) Round IX auction.

We continue to undertake further Infill Drilling campaigns across fields to maximise recovery and exploration campaigns to discover resources for further growth.

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 2024-25.

Wide gamut of mineral blocks was being announced in various parts of the country, mostly Composite Licenses for in depth exploration. The Group won 1 out of every 4 four blocks that were successfully auctioned out in all tranches of the Critical Mineral Auctions in FY 2024-25.

The Company was declared as the Preferred Bidder for the below-mentioned critical mineral blocks:
SL.No. Name of the block	State
1 Gollarahatti - Mallenahalli Nickel, Chromium and PGE Block	Karnataka
2 Genjana Nickel, Chromium and PGE Block	Bihar
3 Sanyasikoppa Cobalt, Manganese and Iron Block	Karnataka
4 Depo Vanadium and Graphite Block	Arunachal Pradesh
Letter Of Intent ("LOI”) has been received by the Group for four of the above mentioned blocks, while others are being followed up for issuance.

 

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 & Gas segment), Base Metals (represented by the Copper and Zinc International segment) and Iron Ore (represented by Iron Ore segment and Steel 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:

a)    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;

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

c)    dispensed with the meeting of equity shareholders of VAML, MEL, VBML and VISL; and

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

In December 2024, Vedanta Limited and other five 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 ("Updated Scheme”). The non-implementation 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 Updated 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 05 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 Updated Scheme.

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 TSPL's 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, Mumbai by its order dated 04 March 2025, disposed the TSPL First Motion by rejecting the scheme ("TSPL NCLT Order”). TSPL has filed an appeal against the TSPL NCLT Order before the Hon'ble National Company Law Appellate Tribunal, New Delhi and the matter is being heard.

Pending regulatory and other substantive approvals, no adjustments have been recorded in the financial results for the quarter and year ended 31 March 2025.

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 28 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 w.e.f. 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 Company is in the process of complying with the further requirements specified in the NCLT Order.

Pursuant to the Scheme, the Company will possess greater flexibility to undertake capital related decisions and reflect a much efficient balance sheet of the Company.

The Scheme is in the interest of all stakeholders including public shareholders.

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

ACQUISITION OF ADDITIONAL STAKE OF 46.57% IN AVANSTRATE INC. THROUGH CAIRN INDIA HOLDINGS LIMITED

In view of the Company's vision of pivoting towards technology and diversifying into hi-tech manufacturing, while expanding its presence in high-growth markets, the Board vide its approval dated 10 May 2024 approved the acquisition of additional stake of 46.57% in AvanStrate Inc. ("ASI”) (an indirect subsidiary of the Company with 51.63% holding) from HOYA Corporation, Japan through Cairn India Holdings Limited ("CIHL”), a wholly-owned subsidiary of the Company. CIHL holds 98.2% in ASI.

Considering the expertise and resources, ASI aims to strengthen Vedanta's capabilities to support the burgeoning hi-tech electronics manufacturing industry in India and capitalise on the growing demand for electronic devices in India and globally.

The necessary details can be accessed on www.vedantalimited.com.

QUALIFIED INSTITUTIONS PLACEMENT

The Company raised 8,500 crore through Qualified Institutions Placement ("QIP”) in July 2024, being the single largest ever equity raise through the QIP route in India's metals and mining sector.

The Company received applications for equity shares of ~2.6x of the offer size from marquee domestic mutual funds, foreign institutional investors, large family offices and multi strategy funds.

The QIP was launched on 15 July 2024 and was closed on 19 July 2024 and a total number of 19,31,81,818 Equity Shares were allocated at ? 440 per equity share through the QIP.

Some of the marquee investors that were allotted equity shares through QIP included Nippon Mutual Fund, SBI Mutual Fund, Morgan Stanley and ICICI Mutual Fund etc.

The detailed announcements and details on utilisation of proceeds from QIP can be accessed on www.vedantalimited.com.

OFFER FOR SALE OF SHARES OF HINDUSTAN ZINC LIMITED

On 19 August 2024, the Company completed the sale of 6,36,05,891 equity shares of face value of ? 2 each held in Hindustan Zinc Limited ("HZL”), a subsidiary of the Company (representing 1.51% of the total issued and paid-up equity share capital of the Company), by way of an offer for sale

through the stock exchange mechanism held on 16 August 2024 and 19 August 2024 in accordance with the "Comprehensive Framework on Offer for Sale ("OFS”) of Shares through the Stock Exchange Mechanism” issued by Securities and Exchange Board of India ("SEBI”).

Post the completion of OFS, the shareholding of the Company stands at 63.42% of the total issued and paid-up equity share capital of HZL.

ACQUISITION OF VEDANTA COPPER INTERNATIONAL VCI COMPANY LIMITED

The Board of Directors of the Company vide approval dated 16 May 2024 approved the Investment in Vedanta Copper International VCI Limited ("VCI”) for setting up of Continuous Cast Copper Rod Plant - in Kingdom of Saudi Arabia ("KSA”).

VCI, a wholly owned subsidiary of the Company, is in the process of establishing a state-of-the-art copper rod manufacturing facility with a projected capacity of 125 KTPA in KSA, which will enable the Company to explore more growth opportunities in new geographies.

RESEARCH & DEVELOPMENT STRATEGIES

Research & Development ("R&D”) is a critical component of Vedanta's growth strategy. It enables us to stay competitive by developing innovative products & services that meet the changing needs of customers. Vedanta invests a significant amount of resources into R&D to improve the quality of its products and services, reduce costs, and increase efficiency. R&D helps the Company to differentiate itself from competitors and maintain its market position.

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.

We successfully developed three new value-added Aluminium alloy products in collaboration with CSIR-NML, Jamshedpur and IIT Kharagpur and filed two patents. (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 Aluminium Alloy tailored with rare-earth addition for the automotive applications. We are also working on Ultra-high Strength (equivalent to 2024) and weldable 5XXX-Sc Aluminium alloy catering to the requirements of Defense, Aerospace, Marine, High Speed Train and Electric Vehicles applications to replace import substitution. Another project on the production of an Ultra-high-Purity Aluminium variant (targeting 99.99% purity) specifically designed for applications in aerospace, electronics, and areas where cathodic protection is required, is near to completion in collaboration with IIT Kharagpur.

Process Optimisation & Decarbonisation: A patent has been filed on a new design that helps in reducing flow nonuniformity, lower gas velocities and attrition of particles with the liner. It will allow the precipitation circuit to deliver higher yield, lower energy, and more production. An initiative has been taken up in collaboration with an Indian startup which will help reduce carbon content in stack emission gases and convert them into marketable products through innovative amine free molecular engineering technology. Reducing stubs to carbon voltage drop through stub design modification and new material development for the junction has also been in our goal for reducing energy consumption.

Waste to Wealth utilisation: Vedanta Aluminum R&D has identified and established the fly ash compatibility for making of geopolymer mix, sand substitute, coarse and fine aggregates and a novel product fly ash-based composites through a research work carried out by a startup cum research venture incubated in NIT Suratkal. 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 which is game changer in terms of increasing the productivity of Rice cultivation.

Vedanta Aluminium R&D is actively engaged for the project '"Technology Development for Holistic Utilisation of Red Mud for Extraction of Metallic Values and Residue Utilisation'' anchored by NITI Aayog, Government of India. The project is being pursued with reputed institutions such as Jawaharlal Nehru Aluminium Research Development and Design Centre ("JNARDDC”), Council of Scientific and Industrial Research ("CSIR”), National Metallurgical Laboratory ("NML”), CSIR - Institute of Minerals and Materials Technology ("IMMT”), Bhabha Atomic Research Centre ("BARC”) and involving Hindalco and Nalco.

At HZL, R&D focuses on achieving business goals with high focus on enhancing operational efficiencies, developing innovative processes, evaluate and adapt cutting edge technologies, identify and implement cost effective alternatives and drive sustainable practices for wealth out of waste.

The major focus area was developing understanding of complex minerology of ore and mineral liberation, enhance recovery of target metals during beneficiation and smelting through process optimisation. The key emphasis was on improving the silver recovery during mineral processing thus successful plant trials were conducted by introducing new reagent schemes. For cost optimisation various initiatives were taken to reduce reagents consumptions and improve realisation from secondaries.

We have partnered with reputed Indian institutes and world class technology providers for process development and validation of process for treatment of wastes to generate value-added products which was developed in-house.

In FY 2024-25, HZL has received grant of two Indian patents as listed below -

•    Method for manufacturing paver block and bricks from industrial waste (IP 530897); and

•    System for scrapping of silver from cathode plates (IP 541547).

Also, HZL has signed two Memorandum of Understanding ("MoU”) with Indian Institute of Technology Madras ("IITM”), Chennai and Jawaharlal Nehru Centre for Advanced Scientific Research ("JNCASR”), Bangalore for developing Zn battery technologies which offer a more sustainable, low-cost and efficient alternative to Lithium (Li)-ion battery. The collaboration with IITM focuses on development of Zinc (Zn)-air rechargeable battery technologies whereas collaboration with JNCASR focuses on advancing Zinc (Zn)-ion battery technologies. The visionary technology has potential to revolutionise the applications like low-power electric vehicles, renewable energy storage, etc.

Specific R&D focussed projects include:

•    Developed an innovative hydrometallurgical treatment, which is economical, simpler to operate, and efficient in recovering lead and silver from Zinc hydrometallurgical residue;

•    Successful plant trials were conducted using selective collector/promoter during mineral processing to enhance grade and recovery of Lead (Pb) and Silver (Ag) and control impurities;

•    Mineralogical studies and operational assessment of mills were conducted through structured circuit surveys to develop understanding and address operational issues like fluctuations in concentrate grades/recovery and misplacements;

•    Laboratory test work were conducted with reputed Australian mineral processing laboratory to generate economically viable zinc concentrate from Rampura Agucha tailing;

•    Collaborated with IMMT Bhubaneswar and NML Jamshedpur for two innovative processes to generate value-added products from Jarosite which were inhouse developed;

•    Process improvements in the Wealz kiln operations and identification of opportunity for realisation from MCTP slag;

•    Process development for metal recovery from lead smelting slags, dusts and dross;

•    Metal realisation and effective utilisation from high grade cobalt cake, ancillary residues and Zinc secondary wastes;

•    Enhanced the capability of R&D center by introducing facilities like floatation Lock-cycle testing, continuous floatation set-up, electrowinning test cells, online overpotential measurement and high temperature furnaces;

•    Technical support for decolorisation of sulphuric acid produced at Zinc-Lead Sinter plant;

•    Developed scheme for selective Zinc metal recovery from Effluent treatment plant.

At Copper business

•    Through crucial R&D, the unit has developed a new process to recover precious metals from anode slime and this plant has been successfully commissioned and ramped up. It results in smooth PMR operations at Fujairah unit leading to additional revenue;

•    In-house process designing for Selenium and Tellurium recovery in collaboration with Council of Scientific and Industrial Research, Government of India to ensure 100% realisation of Minor Metals;

•    With respect to quality improvement, the unit is doing intensive R&D to increase the Purity of Cobalt sulphate to be in comparison to Battery grade;

•    In the path of creating Wealth from Waste or residue, the unit is targeting an additional ? 250 crore revenue from Minor Metal Business by FY 2025-26 through R&D and Innovation;

•    Under the sustainable packaging initiative, a 100% recyclable packaging solution has been introduced for the copper rod. This packaging provides protection even under adverse climate conditions and has led to customer delight;

•    Artificial Intelligence and Machine Learning based smart fuel optimisation project under the digitalisation initiative in our furnaces has been implemented and is estimated to reduce 3,554 tCO₂ eq./year;

At Nickel Business (Nicomet)

•    Developing a process to treat recycle material with a focus on the future battery recycling market ecosystem; and

•    Advancements are underway to enhance the quality of battery-grade Cobalt sulphate through a stage-wise separation method. This process aims to achieve an annual production of 240 TPA of battery-grade cobalt.

At ESL, the R&D verticals have continued their commitment to driving innovation and operational excellence across multiple domains. These verticals include New Product Development, Sustainability, Quality Enhancement, and Digitalisation Initiatives all of which are focussed on improving product quality, operational efficiency, and environmental performance. Through these efforts,

ESL aims to not only enhance its product offerings but also contribute to sustainable industrial practices and customer satisfaction.

The key R&D initiatives across these verticals this year demonstrate ESL's forward-thinking approach to technological advancements, resource optimisation, and cost-efficient solutions.

Below are the highlights of the initiatives implemented in FY 2024-25:

1.    New Product Development

In line with ESL's continuous efforts to diversify its product portfolio and meet customer-specific demands, two new grades have been successfully developed for Welding Rod applications under the New Product Development ("NPD”) initiative in FY 202425. These developments reflect ESL's dedication to providing high-performance steel grades tailored for niche industrial applications.

New Grade Developments:

Grade: Em12K: Size: 5.5 mm and 6.5 mm Grade: EWNR: Size: 5.5 mm

2.    Sustainability

2.1.    Cement Slurry Waste Utilisation

ESL in collaboration with IIT (ISM) Dhanbad has successfully conducted research on the sustainable utilisation of Cement slurry waste generated as a byproduct from Ductile Iron Pipes Plant. The study concluded that this Cement slurry can be combined with Fly Ash and Bottom Ash (byproduct of CPP) in varying proportion and can be used for pavement subgrade applications in place of traditional materials promoting eco-friendly and cost-efficient construction practices.

Milestone Achievement:

The research work has been accepted for publication in one of the top-ranked journals in the civil engineering domain—"Construction and Building Materials”—with an impressive impact factor of 7.5. This recognition validates the scientific and industrial relevance of the work and reinforces ESL's commitment to innovation-led sustainability.

3.    Quality Enhancement

3.1.    Coke Moisture Reduction through Step Quenching

In FY 2024-25, ESL achieved a significant improvement in coke quality by reducing the moisture content in in-house LAM Coke from 4.92% to 4.29% (0.63% reduction) through the successful implementation of Step Quenching.

Earlier, the conventional single-phase quenching led to inefficient moisture removal, affecting blast furnace efficiency, increasing fuel consumption, and emissions. To resolve this, a new PLC-based two-step quenching logic was introduced.

The innovation has resulted in improved furnace performance, energy efficiency, and environmental compliance, showcasing ESL's commitment to process excellence and sustainable operations.

improvements in iron content are achieved while conserving water resources in arid area of Chitradurga. This method offers enhanced efficiency, reduced operating costs, and improved environmental sustainability for the mining industry. It is the first of its kind being implemented by IOK at industrial Scale.

At VAB, we have leveraged advanced digital technologies to enhance operational efficiency, increase productivity, and improve performance in plant operations. We have introduced and integrated technologies like data analytics, AI and ML, computer vision, and IIOT to optimise processes, reduce costs, and improve decision-making. These technologies enable real-time monitoring, foster innovation, and deliver consistent, high-quality output. These initiatives are:

•    A virtual representation of the furnace that mirrors its real-time performance, providing valuable insights into its operation named BF3 Digital Twin.

•    Utilising sensors to enable predictive maintenance, this system continuously tracks the health of assets over time, an Online CBM System.

•    Deployed at VAB to monitor 25 critical business locations, this system records and generates alarms in case of any safety non-compliance, an AI-Based Safety Surveillance (T-Pulse System).

At FACOR, we're advancing our operational efficiency through strategic technological integration:

•    We have implemented Waste Heat Recovery systems in our furnaces, that captures and repurposes discarded heat to pre-heat our coke. This not only conserves energy but also optimises the efficiency of our furnaces;

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

•    We are also working on Machine Learning based techniques to refine our charge mix. This approach uses data-driven insights to determine the optimal combination of raw materials, ensuring we achieve better productivity along with our targeted KPIs with greater precision;

•    To automate end-to-end logistics processes, we implemented GPS tracking systems for real-time truck monitoring and working on reducing Turn-aroundTime ("TAT”). Our key initiatives include automating weighbridges operations, enabling inbound tracking with automatic GRN generation, and streamlining invoicing functionalities to strengthen governance and improve efficiency;

•    Implemented CI Pan casting process to eliminate slag coating on the material, resulting in a significant reduction in the formation of honeycomb structures.

 

3.2.    Robust and High-Capacity Dividing Shear

Successfully introduced a robust and high-capacity dividing shear in Bar Mill for higher sizes (36 mm and above), resulting a significant decrease in the operational downtime. Additionally, rolling of Fe600D is now possible without any hindrance which was not possible with the existing shear due to capacity limitations.

3.3.    Barcode-Based Quality Mapping for Raw Materials

Introduced a barcode-based system for real-time mapping of incoming raw material quality with respective purchase orders. This digital integration between LIMS and SAP has minimised manual intervention, improved traceability, and significantly reduced Goods Receipt Note ("GRN”) clearance time.

4. Digitalisation

4.1.    Computer vision-based DI Pipe Counting for real-time Pipe Counting and Diameter Detection via Computer Vision across CCMs. Also tracking CCM-wise Performance and Reporting by shift, day, and hour, including best achieved figures.

4.2.    Computer Vision for Real-time BFR Detection addressing blast furnace screening issues, this project will implement a computer vision system across BF2, BF3, and the MT Building to detect and classify BFR fines (sinter, pellet, iron ore) in real-time. Immediate SMS/email alerts will trigger upon continuous deviation in BFR size for more than two hours. This proactive monitoring enables timely intervention, improving operational efficiency by minimising fines recirculation and optimising material flow.

Milestone Achievement:

To complement this industrial initiative, ESL's technical team collaborated on a groundbreaking research paper titled "Real-time detection of coke particles in blast furnace operations using machine learning: Case of a steel plant in India”:

This work has been published in the reputed journal "Ironmaking and Steelmaking: Processes, Products and Applications”.

4.3.    Predictive Maintenance at Sinter: Sinter's predictive maintenance system monitors 14 critical sinter plant equipment across 64 sensing nodes. This provides real-time alarms and alerts, along with detailed analysis of probable causes and recommended actions, this has enabled proactive interventions that significantly improved operational efficiency.

In Iron & Steel Business

An innovative approach to upgrade low-grade siliceous iron

ore fines through dry separation technology, in different

grades has been developed. By leveraging mineralogical

insights and optimising process parameters, substantial

This improvement enhanced the material's quality and customer satisfaction on the product.

In Cairn, focus is to enhance production, improve operational efficiencies and reduced exposure to risk through R&D vertical.

•    Controlled Source Electro Magnetics ("CSEM"): is

currently applied in the KG Deep Water Block to enhance subsurface imaging and reduce exploration risk. The approach supports better prospect ranking and informed drilling decisions in the complex deep-water environment;

•    Data-Driven Reservoir Management ("DDRM"): The

initiative enabled real-time monitoring, predictive analytics, and automated workflows across key reservoir and well operations;

•    RFID - India's First RFID-Based Inventory Management in Oil & Gas: Cairn implemented an RFID system managing 3.5M+ items with 1,00,000 tags, enabling real-time tracking, automated verification, and secure gate control;

•    Asset Performance Management ("APM"): To improve asset performance Cairn has implemented APM that integrates maintenance and operational processes into an asset optimisation framework ensuring comprehensive coverage of all assets. The main goal is to shift from preventive to risk-based maintenance;

•    Cairn is working with 1800+ Global Startups via the Vedanta Spark (Startup) Initiative to pilot and subsequently scale-up unique technology. A few such projects include utilising Drones for land surveys and asset inspections, cost-effective IOT systems for equipment health monitoring, GenAI to mine knowledge from Well Completions reports, legal documents etc.

CREDIT RATINGS

Your Company is rated by CRISIL, ICRA Limited and India Ratings and 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

Vedanta, guided by its mission, vision and culture adopts a comprehensive value creation process that leverages on all available resources and relationships while addressing material issues and strategic focus areas. Value creation in a mining company lies in efficiently transforming natural resources into sustainable economic, social, and environmental returns for all stakeholders.

Vedanta delivered excellent performance during FY 202425, led by its transformational efforts, backed by cost optimisation measures and enhanced operational efficiency. This performance underscores our resolute commitment to

growth, innovation, and sustainable practices. We are proud of our operational excellence, which has equipped us to lead the way for India to grow sustainably as it evolves into a global economic powerhouse.

Vedanta recognises its pivotal responsibility in supporting the nation's net-zero objectives and facilitating its ambitious energy transition.

We are focussed on optimising capital allocation and maintaining a strong balance sheet while generating strong free cash flows. We also review all investments, taking into account the Group's financial resources with a view to maximise returns for shareholders.

We hire people from around the world. We promote diversity, equality and inclusivity, while also investing in people development, safety and well-being. We empower them to think independently, creatively and innovatively. Our employees' diverse skills and varied experience effectively contributes to our operations. Additionally, we foster a culture that nurtures safety, innovation, creativity and diversity, which helps us to achieve our business goals while also enabling our employees to grow personally and advance professionally.

We aim to forge strong partnerships with our key stakeholders, including shareholders and lenders, suppliers and contractors, employees, governments, communities and civil societies. Our meaningful engagement with them helps us to foster these strong connections that help us to maintain and strengthen our licence to operate.

• Our sustainability commitment is all-encompassing, and Vedanta, along with its subsidiaries, continues to make exemplary progress towards its 'Net Zero by 2050' goal.

We positively touched more than 6.8 million lives through our CSR progammes, improved diversity, inclusion and governance practices and took major strides in the areas of carbon neutrality, water positivity and a greener business model.

In line with the past trends, we are proud to declare that we have contributed ? 55,349 crore to the public exchequer of the various countries where we operate in FY 2024-25. The total contribution to the exchequer is driven by value creation across diverse business segments, integrated through their respective value chains and the multiple tiers of the business cycle.

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

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

("ESG") APPROACH

Introduction:

FY 2024-25 was the year when we began to consolidate the ESG framework that we set up three years ago. 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 and Sustainability Function. Additionally, 13 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 of 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 13 CoPs are working towards achieving these goals, and there is a systemic effort to align our future business trajectory with our ESG goals.

Major Achievements:

Initiatives and efforts continue across all our ESG priorities and the progress made in FY 2024 -25 reflects our ongoing commitment to advancing toward our goals. These include:

1.    Transforming Communities:

•    Our flagship Nand Ghar programme has reached 8,000+ Nand Ghars, impacting 0.56 million women and children through our initiatives; and

•    Our Corporate Social Responsibility programmes that focus on improving the skill sets of communities are helping families and individuals across 1.46 million households to 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 2024-25. Additionally, the Renewable Energy Round-the-Clock Power Delivery Agreements signed with Serentica have increased to 1,030 MW in FY 2024-25;

•    Three of our operations (HZL, Oil & Gas, and Iron Ore Business) are 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 22% 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 by 92% since FY 2021-22, highlighting our strong commitment to inclusivity and diversity;

•    Our women representation in decision making roles reached to 21% in FY 2024-25, making a significant milestone in our commitment to inclusive leadership;

•    Unfortunately, the Company on consolidated level experienced 07 fatalities this year (standalone: 02 fatalities) (FY 2023-24: 03 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:

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.

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 437 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 the 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 AND SUSTAINABILITY REPORT

Since FY 2021-22, our Business Responsibility and Sustainability Report ("BRSR”) disclosures have been aligned with the regulations issued by SEBI, which mandate compulsory disclosures for top 1,000 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 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.

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

At Vedanta, our purpose has always extended beyond business. We believe that the true measure of success lies in the positive and lasting impact we create in the lives of people and community eco-systems around us through fostering inclusive growth and national development. Our structured and strategic social initiatives lay the foundation for promoting the economic well-being and enhance the living conditions of earmarked communities. The focus has been to create autonomous community-led institutions and empowers them to thrive sustainably and in a selfreliant manner.

FY 2024-25 has been a landmark year in our journey of nation-building through inclusive and sustainable development. With a deep-rooted commitment to social responsibility, we have reached over 6.8 million beneficiaries across 3,606 villages, touching lives through thoughtful, well-executed interventions.

Spearheading women and child development through our flagship project Nand Ghar, Vedanta has established over 8,045 centres across 15 states, positively impacting more than 5.6 lakhs children and women in rural India. These centres offer integrated services in nutrition, education, health, and skill development, setting new benchmarks for rural infrastructure. Nand Ghar for us is a symbol of care, empowerment and possibilities. We at Nand Ghar aim to nurture a generation that is not only healthy but also resilient and future-ready.

Vedanta has invested in holistic growth through grassroots sports with concerted focus in Football and Archery. We through our student-athlete model, at grassroot football academies in Goa (Sesa Football Academy) and Rajasthan (Zinc Football Academy) and Archery in Jharkhand and Odisha, are nurturing young talent in rural and tribal communities. In alignment with our vision of a Zero Hunger India, we mobilised over 50,000 runners through the Vedanta Delhi Half Marathon, the Vedanta Pink City Half Marathon and Vedanta Zinc City Marathon.

To enhance sustainable livelihoods, Vedanta has supported formation of autonomous institutions- Farmer Producer Companies ("FPCs”), promoting collective ownership, better market access, and improved incomes. Skilling initiatives, designed to build long-term employability through marketrelevant vocational skills, ensuring that skills translate into stable livelihoods. Women-led microenterprises, nurtured as engines of local economic growth, enabling financial independence and social empowerment. Vedanta's focus on climate resilient practices such as millet-processing units, biomass pelleting, mineral mixture units, promotion of climate-resilient crops, sewage treatment plants etc. directly contribute to reduced emissions, enhanced resource- use efficiency, and long-term climate resilience-reinforcing Vedanta's commitment to building a self-reliant and sustainable rural India.

Vedanta has always found its purpose in giving back multifold to its communities and ensuring no being is left behind. Vedanta expanding on its first-of-its-kind Animal Welfare Project—The Animal Care Organisation ("TACO”) setting benchmarks in compassion, care and sustainability. Focussed on improving animal health and welfare, TACO operates in Haryana, offering top-notch veterinary care, training, and shelters to help heal and safeguard animals. TACO has also extended its support to key ecological zones including Ranthambore National Park, Ramgarh Vishdhari Tiger Reserve, and Jambeshwar Environment and Wildlife Society. In a significant step forward, Vedanta has signed an MoU with the Government to collaborate on

wildlife conservation efforts, reinforcing its commitment to protecting India's rich biodiversity in Kaziranga National Park.

Furthermore, to accelerate social growth and development, with a well-defined roadmap and a commitment to invest ? 5,000 crore, Anil Agarwal Foundation, the philanthropic arm of Vedanta aims to take the mission of creating strong and resilient communities across India ahead.

In FY 2024-25, Vedanta has won several awards for its community development initiatives like ICSI CSR Excellence Awards 2024, ASSOCHAM 3^rd Healthcare Summit and Awards 2024, The CSR Journal Excellence Awards, Gold Award at the '8^th CSR Health Impact Awards 2024', Indian CSR Awards, CSR Universe 4^th Social Impact Award of Excellence, 11^th Corporate Social Responsibility Summit and Awards by UBS Forums, 11^th National CSR Summit and CSR Times Awards, IHW Council Awards, India CSR Excellence Award, CSR Times Awards 2024, Odisha CSR Awards, etc.

At Vedanta, we are not just implementing programs—we are nurturing partnerships, fostering ownership, and building eco-systems of change. Our approach is rooted in grassroots engagement, ensuring that every initiative is community-led and contextually relevant. This is what makes our impact sustainable and meaningful.

As we move forward, we remain steadfast in our belief that no one should be left behind. Every life we touch, every village we empower, and every ecosystem we restore brings us closer to our vision of a prosperous, inclusive, and compassionate India.

Impact Assessment of CSR Programs

Vedanta's across all its business units delivered targeted impact in FY 2024-25 across the thematic areas of agriculture, animal husbandry, and skill development within the CSR ambit. These interventions have enabled inclusive growth, economic resilience, and community empowerment. Some of the key takeways from the programs' performance below:

A. Agricultural Transformation

•    Supported 545 farmer families on 200 acres through best practices, resource use efficiency, reporting a 40-50% increase in productivity across paddy, groundnut, mustard, and other crops;

•    Engaged 180 farmer families on 239 acres; introduced diversified cropping like fodder, cash crops, floriculture, with up to 30% yield improvements; and

•    Though on a smaller scale (12.35 acres, 25 families), the Barmer Unnati program led to a 100% increase in farmer income—from ? 50,000 to ? 1,00,000 annually.

District-level insight: Barmer, with only approx. 3.3% cultivable land, sees high ROI per acre. Jharsuguda and Karnataka districts have more cultivable land (over 30%), necessitating larger-scale outreach for significant impact.

B.    Animal Husbandry

•    Through the dairy development program, engaged 6,602 farmers via 50 cooperatives, generating ? 47.45 crore in milk revenue and treating 51,473 animals via vet vans;

•    Treated 754 and 5,282 animals, enhancing livestock health and productivity in tribal and agrarian communities; and

•    These initiatives are particularly impactful in regions where livestock contributes significantly to household livelihoods.

C.    Skill Development

•    Iron Ore Business trained 1,249 youth across tailoring, computers, and technical trades, with 81.3% being women;

•    Cairn trained 787 students across 8 trades, achieving 74% placement; and

•    Aluminium Sector skilled 461 students while placing 361 (78%) while Early-stage programs saw participation of 68% women, indicating inclusive participation.

Indian Institute of Corporate Affairs ("IICA”) is our partner for a study commissioned to conduct independent assessment for baseline, need and impact assessment.

Impact Assessment of Flagship Nand Ghar Program's Nutrition Interventions

The Millet Bar Programme, part of the Nand Ghar initiative, targeted 48,000 children aged 3-6 across 1,364 Anganwadi Centres—including Nand Ghars—in the blocks of Kashi Vidyapeeth, Arajiline, and Sewapuri (India's first model block) in Varanasi, U.P. Over six months, children received nutrient-rich, preservative-free millet bars six days a week, leading to improved attendance and increased parental trust. The programme resulted in measurable improvements in nutrition, with height gains and reductions in wasting and stunting over time. Qualitative assessments showed broad community support: 52% of positive feedback came from mothers, 36% from Anganwadi Workers, and 12% from Accredited Social Health Activists ("ASHA”), Auxiliary Nurse Midwife ("ANM”), and Child Development Project Officer ("CDPO”) personnel. The millet bars also complemented existing Government schemes such as hot cooked meals and take-home rations, boosting dietary diversity. Endorsed by the National Institute of Nutrition and assessed by Grant Thornton Bharat LLP, the programme was well received and shows promise as a scalable model for enhancing early childhood nutrition.

HUMAN RESOURCES MANAGEMENT PEOPLE AND CULTURE

At Vedanta, we have consistently strived to cultivate a culture that upholds world-class standards in safety, environmental stewardship, and sustainability. Our employees are our greatest asset, and we remain deeply committed to providing them with a safe, healthy, and supportive work environment.

Our culture is a reflection of our core values, fostering an atmosphere that encourages innovation, creativity, and diversity. By aligning business objectives with individual aspirations, we empower our employees to thrive both personally and professionally.

It is the passion, dedication, and unwavering commitment of our people that drives our continued success. We firmly believe in recognising and rewarding the consistent efforts of our team through industry-leading people practices and globally recognised reward programs.

We have been recognised for our people practices by coveted External Award:

•    100+ External Recognitions received in 7 years;

•    Great Place to Work 2025 certified, upholding the honor year-on-year;

•    Kincentric Best Employer Award for Best Employer, welcoming us in the elite "Best Employer Club”;

•    Arogya World Healthiest Workplace Award- Recognised at Platinum Level for Vedanta Group for best practices in Health and Well-Being 2025;

•    Recognised as Most Preferred Workplaces 2025 - India Today and Business Standard in Manufacturing Industry;

•    Honored as Top 10 Future-Ready Workplaces 2024 by

Fortune India;

•    Featured in Top 10 Happiest Workplaces 2024

by Economic Times HR World along with 80 other prominent brands;

•    Vedanta Group recognised with Economic Times and People Business - Company with Great Managers 2024, 16 Managers among top 75 in Great Manager Award 2024;

•    Recognised for Significant Achievement to HR Excellence' by CII for BALCO, CAIRN, VAL-J, ESL and Sterlite Copper; and

•    Honored with Gold Medal award in Talent Management for Vedanta Group by BrandonHall HCM Excellence awards.

PEOPLE PRACTICES

Leadership Development and Succession Planning - In

line with our core philosophy of 'Leadership from within', we run some of the industry's most-sought after leadership development programs. We identify high-quality talent with focus on young-talent to make Vedanta truly 'future-ready'.

Industry Leading Talent Identification Programs

We continuously strive for excellence in people development and are committed to building a dynamic workplace.

All our initiatives prioritise both business delivery and growth of our people. This year apart from our Business and Technical ACT UP programs multiple initiatives were driven focussed on critical functions such as Commercial, Marketing, Projects and HR. Unique initiatives such as V-Desire and VLDP Workshop were carried out to cover high potential talent and top campus hires respectively. Over 400 individuals have been covered under these initiatives.

The V-Desire initiative, sponsored by Chairman, was focussed on identifying high-potential leaders by allowing them the autonomy to pursue roles and projects aligned with their aspirations, ~250 leaders were identified through a structured process and given their aspirational role/projects. By empowering individuals to choose their desired career paths, we foster a culture of engagement and fulfillment, maximising their potential contribution to the organisation.

VLDP Workshop - VLDP program focuses on providing accelerated growth to campus hires following '3 Roles*3 Functions*3 Businesses' philosophy. A transformational initiative to provide front-line decision-making roles to top ~ 45% of our VLDP talent, enabling them to take up CXO leadership roles early in their career.

Functional Workshops - The Internal Growth Workshop Program at Vedanta has been designed as a pivotal talent identification initiative aimed at fostering leadership development across key functions. The initiative aims to build a pipeline of future-ready CXOs/functional leaders who will drive the next wave of change, innovation, and growth. Over 90 individuals were identified across HR, Projects, Commercial and Marketing to take up elevated roles, a next big leap in their career.

Internal Talent Mobility - Group movements through our Internal Job Posting process comprising of structured evaluation and panel engagements is our approach to enhance versatility and cultivate well rounded and well equipped leaders. In the past year ~170 individuals have been identified and placed to strengthen our internal talent pool.

V-Reach demonstrates a strong legacy, to develop and empower future leaders amongst our graduate talents. Over the years, this initiative has been instrumental in identifying and nurturing Hi-Po Leaders across Businesses through a structured process and given elevated front-facing roles -850+ Hi-Pos identified in 4 Phases.

•    20% V-Reach Leaders in CXO/Head Roles;

•    50% Leaders are Chairman/CEO Award Winners for their significant contribution in Business and have been granted ESOS in FY 2024-25;

•    75% Cross Business/Function movements.

Executive Education and C-Suite Coaching

Over the past year, we introduced a highly customised executive education initiative in partnership with ISB, combining both in-person and virtual learning to create a dynamic and flexible learning experience. Tailored specifically for our senior leadership cadre, the program was designed to align closely with the organisation's strategic objectives. With specialised modules focussing on leadership development, participants were equipped with the tools and insights to drive innovation, foster collaboration, and enhance their strategic decision-making capabilities.

The first batch of 35 leaders successfully completed this hybrid learning experience, and additional batches are scheduled for the upcoming financial year to continue nurturing our leadership pipeline. To further accelerate their growth, our senior CXOs were paired with internationally renowned executive coaches, providing them with personalised guidance to amplify their professional journey and leadership effectiveness. This initiative underscores our commitment to fostering a culture of continuous learning and empowering our leaders to drive the organisation's future success.

V-Lead: Flagship Women Leadership Development Program to create a strong pipeline of women CXOs across functions, integrate them into key decision-making bodies, and create inspiring role models within the organisation.

•    130+ high-potential women leaders groomed for leadership/CXO roles;

•    25 CXOs anchoring V-Lead Leaders for personal & professional growth;

•    60% V-Lead Leaders elevated to Leadership Roles in last one year through Growth Workshops, ACT UP, APA and other Talent Initiatives;

•    25% V-Lead Leaders rewarded with the prestigious Chairman Award.

Inducting Best Talent to enable Organisational Growth

Hiring quality talent from top Universities across specialisations and laterally from varied background with niche experience thereby ensuring diverse and rich talent pool.

•    Onboarded 1,700+ Freshers from 150+ premier campuses, 40% gender diversity, 15% from North-East, J&K state and under-represented communities, 30%

Rank Holders;

•    Key specialisations in focus - Chartered Accountants, Management Graduates, Mining & Geology engineers, Petroleum & Exploration and Core engineering;

•    Vedanta Leadership Development Program (VLDP)

- Focussed hiring from Top IITs & IIMs for building leadership pipeline; roles shadowing CXOs, fast-track growth, leadership roles during early career stages;

•    Targeted hiring from new-age specialisations such as AI & Digital, Business Analytics, Sustainability, Preventive maintenance, Supply chain, Mechatronics, Power & Geotech engineering;

•    YUVA (Young Upcoming Vedanta Achievers) -

Detailed induction program for campus hires with CEOs, Functional Heads & industry experts; Business & Functional sessions for better understanding of the organisation;

•    V-Campus: 1-year digitally driven Anchoring & learning journey for campus hires with goal setting & tracking, periodic pulse surveys, live experience sharing platform, leaderboard, and Rewards & Recognitions;

•    Women Leadership Hiring: Focussed women leadership hiring aiming to hire high-impact leaders to further strengthen our diversity and to build a truly inclusive culture across the organisation;

•    External Expert Empanelment: As part of our continuous efforts to enhance the CXO-level hiring process, we have engaged external experts, to participate in panel interactions ensuring valuable insights and expertise in our hiring decisions;

•    Experts from Global conglomerates: With ~30 different nationalities in our ecosystem, we have onboarded experts from across geographies to bring in global knowledge, benchmarking and best-practices in the domain of natural resources.

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 successfi 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 05 November 2024, the Nomination & Remuneration Committee approved the grant of Employee Stock Options 2024 to Vedanta employees covering 42% 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 2024 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 granted 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 2025 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.

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, and Senior Management Personnel during FY 2024-25 was in accordance with the Nomination & 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) of the Rules, the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees. The said information is available for 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 that our people are our greatest asset, and we are dedicated to providing a safe, healthy, and supportive work environment for all employees. Our compensation philosophy is designed to align our reward priorities with our business goals, ensuring a consistent experience across the organisation. Central to this philosophy is our commitment to a 'Pay for Performance' culture, which drives both short and long-term success for the Company and its shareholders.

The structure of our Executive Compensation is carefully crafted to reflect the Company's operational and financial performance, business sustainability, and strategic goals. This includes a focus on resource and reserve creation, while promoting long-term wealth generation for our stakeholders. By aligning compensation with both operational excellence and strategic objectives, we aim to foster sustained business growth and create value for all.

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 Program 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;

-    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 EV 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.

-    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 well-being 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 & 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 Nomination & Remuneration Committee ("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”) and 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;

W.e.f. 06 June 2020, the Risk Management Committee has been consolidated with the Audit Committee comprising of only Independent Directors ensuring robust risk management systems in place with valued feedback of Independent Directors being on the Committee.

Our risk-management framework is designed to be simple, consistent, and clear for managing and reporting risks from the Group's businesses to the Board. Our management systems, organisational structures, processes, standards, and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Audit & Risk Management Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by approval of remedial actions, where appropriate. The Committee is in turn supported by the Group Risk Management Committee which helps the Audit & Risk Management Committee in evaluating the design and operating effectiveness of the risk mitigation program and the control systems.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

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

 

•    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 corroborate the Internal Pay Equity Principles, sustained attention to equity grant practices and maintain checks & balances to confirm that the practices are legally and ethically compliant with International, National, and State/Regional laws.

INTERNAL CONTROLS AND RISK MANAGEMENT RISK MANAGEMENT

The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation.

The effective management of risk is critical to support the delivery of the Group's strategic objectives. Risk management is embedded in the organisation's processes and the risk framework helps the organisation to meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Report on Corporate Governance, which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

Your Board has devised systems, policies, and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

The systems/frameworks include proper delegation of authority, operating philosophies, policies & 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, Health, Safety and Environment ("HSE”), 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 Audit & Risk Management Committee 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 Audit & Risk Management Committee. 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 Audit & Risk Management Committee.

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 to the requirement of the Act. 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 Executive Director 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.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company's disclosure controls and procedures, the management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit & Risk Management Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

For a detailed risk analysis, you may like to refer to the risk section in the Performance Review which forms part of this Annual Report.

 

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the period under review, seventeen complaints were received and resolved. Your Company has constituted Internal Complaints Committee ("ICC”) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

 

VIGIL MECHANISM

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company's Whistle-Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistleblower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company's Audit & Risk Management Committee.

The details of this process are also provided in the Report on Corporate Governance and the Whistle-Blower Policy is available on the Company's website at www.vedantalimited.com.

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

Group has established a comprehensive, structured framework to ensure the highest standards of cybersecurity across all business units.

Each Business Unit is led by a Chief Digital and Information Officer ("CDIO”), a senior executive with specialised expertise in Information Technology and Cybersecurity.

This leadership role ensures that cybersecurity remains a top priority, with each CDIO along with respective BU's Chief Information Security Officer ("CISOs”) the implementation of appropriate measures to mitigate risks and protect critical digital assets.

To stay ahead of emerging cyber threats, we conduct an annual cybersecurity review, enlisting the expertise of IT professionals from leading global 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 Assessments 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.

Our commitment to cybersecurity goes beyond compliance. As the digital threat landscape continues to evolve, we remain proactive in adjusting our strategies and controls to mitigate new risks. The CDIOs are responsible for continuously monitoring and adapting our cybersecurity posture, ensuring that we are always prepared to address emerging challenges.

INNOVATION, DIGITALISATION & TECHNOLOGY

At Vedanta, we are committed to embracing digital transformation, where innovation, sustainability, and safety converge to drive operational excellence across all our 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.

At Vedanta, artificial intelligence ("AI”) is not just a future aspiration but an integral part of our daily operations.

We leverage AI-powered IoT 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 Twins 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 are 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 AI-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 IIoT-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 our 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've partnered with numerous startups to work on hundreds of projects that focus on increasing volume, reducing costs, and improving our Environmental, Social, and Governance ("ESG”) impact. For example, we are enhancing efficiency across several processes to unlock throughput by analysing 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.

In an ever-evolving digital landscape, Vedanta is driven by the vision of integrating technology and innovation into every facet of our operations, building a smarter, safer, and more sustainable future for all.

POLICY AND ADVOCACY

Vedanta's initiatives are essentially premised on its 'Nation-First' philosophy. Vedanta's advocacy aims to create an enabling regulatory framework to fulfil the resource needs of the country, be it those of green energy, electric vehicles, or infrastructure. This is executed through participation in stakeholder consultations on global value chains, ease of doing business, financial reforms and other matters related to responsible business practices. Because of our frequent collaborations with academia, think-tanks, industry associations and media organisations, our initiatives are strongly backed by research and holistic stakeholder feedback. India's growth story requires an abundance of minerals, metals and fuel, which Vedanta aims to support.

INVESTOR RELATIONS

Vedanta prioritises fostering open communication and active engagement with its investors. Vedanta has a dynamic Investor Relations ("IR”) function that engages both domestic and international shareholders, actively seeking their input. This function is dedicated to not only meeting but exceeding global IR benchmarks. It is committed to articulating Vedanta's distinctive investment proposition and its potential for value generation to the capital market community, ensuring the Company's shares are valued fairly.

Increased Shareholder Engagement: Our IR team connects with shareholders via diverse channels such as personal meetings, conferences, and investor and analyst gatherings, conveying the Company's strategic vision, potential risks, and opportunities, as well as new macroeconomic and Company-specific developments. By doing so, we diminish information gaps and foster a favourable perception of Vedanta. Our engagement initiatives span 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, Executive Directors, CFO, and business CXOs, earning high regard from shareholders and analysts alike.

Streamlining Shareholder Communication: Shareholders are encouraged to reach out to Vedanta anytime via the contact details provided on our website for any queries, concerns, inquiries, or feedback. Feedback and insights from our shareholders and analysts are swiftly relayed to the Board by the Chairman, the Executive Directors, the CFO, the Head of Investor Relations, and the Company Secretary. This continuous dialogue empowers our board and senior management to deeply understand shareholder perspectives and address their concerns effectively.

Setting New Benchmarks in Shareholder Disclosures:

Vedanta has established exemplary reporting standards with comprehensive and transparent disclosures regarding the Company's operational and financial performance. We pioneered our first Integrated Report in FY 2017-18 and have consistently published it since. The Integrated Report offers a visionary outlook, detailing how Vedanta's strategy, governance, and performance culminate in 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 'Platinum Winner' in special category for our FY 2023-24 Integrated Annual Report and ranked 11^th worldwide at the LACP Spotlight Awards.

Commitment to Stakeholder Development: Vedanta remains steadfast in its dedication to holistic development and contributing positively to all stakeholders. Our separately published Integrated Report and Sustainability Report offer

comprehensive insights into the ESG and investor-centric initiatives undertaken by Vedanta, benefiting our employees, shareholders, investors, business partners, civil society, local communities, and the nation at large.

Key Initiatives with respect to various stakeholders

The Company maintains its focus on all round development and contribution towards its stakeholders. The Integrated Report and the Sustainability Report, which are separately published, provide detailed information on the ESG and investor-focussed key initiatives taken by the Company towards its employees, shareholders, investors, business partners, civil society, local community, and nation at large.

CORPORATE GOVERNANCE & REGULATORY AFFAIRS

REPORT ON CORPORATE GOVERNANCE (“CORPORATE GOVERNANCE REPORT")

Corporate Governance is about meeting our strategic goals responsibly and transparently, while being accountable to our stakeholders. Upholding strong business ethics and implementing highest standards of corporate governance is an integral part of Vedanta's core values and is of prime importance to the efficacy of our operational conduct and stakeholder management.

Your Company is equipped with a robust framework of corporate governance that considers the long-term interest of every stakeholder as we operate with a commitment to integrity, fairness, equity, transparency, accountability and commitment to values. In our persistent endeavour to benchmark our policies and practices in the light of recent developments in the realm of corporate governance along with other regulatory reforms, your Company strives to fulfill its inherent responsibility to build sustainable growth, create value for all stakeholders, maintain investor confidence and reinforce commitment towards good governance, transparent engagement, functional integrity and objective-oriented diligence.

Our robust corporate governance structure is based on well-structured policies and procedures that are the backbone of our governance philosophy. Our policies are formulated to ensure business continuity and to maintain a high quality throughout our operations.

A separate report on Corporate Governance setting out the governance structure and principal activities of the Board and its Committees, together with a Certificate from M/s S.R. Batliboi & Co LLP, Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Annual Report.

DIRECTORATE, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors is the apex body constituted by shareholders for overseeing the Company's overall functioning. Our Board continues to maintain a combined

wealth of extensive leadership experience representing a plethora of complementary skills, attributes and perspectives in order to be equipped to navigate the operational, social, regulatory and geopolitical complexity in which our business operates.

The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders.

The Board, inter alia, reviews and guides corporate strategy, major plans of action, risk policy, annual budgets, acquisitions and divestments. It also monitors the implementation and effectiveness of governance structures and driven by its guiding principles of Corporate Governance the Board's actions endeavor to work in best interest of the Company.

In line with the recommendation of SEBI and our relentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman w.e.f. 01 April 2020.

Directors

Appointments

• During FY 2024-25, pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board:

•    Ms. Pallavi J. Bakhru (DIN: 01526618) was appointed as Non-Executive Independent Director of the Company for a first term of two (02) years w.e.f. 01 July 2024;

•    Mr. P.K. Mukherjee (DIN: 00015999) was appointed as Non-Executive Independent Director of the Company for a first term of two (02) years w.e.f. 11 August 2024; and

•    Mr. R. Gopalan (DIN: 01624555) was appointed as Non-Executive Independent Director of the Company for a first term of two (02) years w.e.f. 05 February 2025.

The aforementioned appointments of Ms. Pallavi J. Bakhru and Mr. P.K. Mukherjee were further approved by the Shareholders at the Annual General Meeting held on 10 July 2024 and appointment of Mr. R. Gopalan was approved by the shareholders through postal ballot on 02 April 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. Akhilesh Joshi ceased to be Non-Executive Independent Director of the Company on account of completion of his second and final term w.e.f. close of business hours on 30 June 2024.

Mr. U.K. Sinha ceased to be Non-Executive Independent Director of the Company on account of completion of his second and final term w.e.f. close of business hours on 10 August 2024.

Ms. Padmini Sekhsaria ceased to be Non-Executive Independent Director of the Company on account of completion of her second and final term w.e.f. close of business hours on 04 February 2025.

Key Managerial Personnel Appointments/Cessations

During FY 2024-25, there were no appointments/cessations of Key Managerial Personnel ("KMP”).

Senior Management Personnel Appointments

Pursuant to the recommendation of Nomination & Remuneration Committee and approval of the Board,

Mr. Rajiv Kumar was appointed as CEO - Aluminium Business and designated as Senior Management Personnel ("SMP”) w.e.f. 26 March 2025 for a term of three (03) years.

The detailed profile of Mr. Rajiv Kumar is provided in the earlier section of the Annual Report.

Cessations

Mr. John Slaven ceased to be CEO - Aluminium Business and SMP of the Company w.e.f. close of business hours on 30 September 2024.

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 the Act, Ms. Priya Agarwal Hebbar (DIN: 05162177), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, offers herself for re-appointment. Based on the performance evaluation and recommendation of the Nomination & Remuneration Committee, Board recommends her re-appointment.

Details of re-appointment as required under Listing Regulations and Secretarial Standard-2 on General Meetings issued by Institute of Company Secretaries of India ("ICSI”), are provided in the AGM Notice.

BOARD AND COMMITTEES

The Board renders entrepreneurial leadership and governs business excellence for the entire Group. With the aim to operate effectively and provide complete consideration to key integral matters, the Board has established various

governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. Each of the Committees has terms of reference basis which authority is delegated by the Board.

At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise.

 

committees with clearly agreed reporting procedures and defined scope of authority.

The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good

BOARD EFFECTIVENESS

Familiarisation Programme for Board Members

Your Company has a structured programme for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarised with Company's organisational and governance structure, governance philosophy/ principles, code of conduct & key policies, Board's way of working & procedures, formal information sharing protocol between the Board and the management, Directors' roles & responsibilities and disclosure obligations.

The 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 implemented a formal procedure to assess its performance, along with its Committees and Individual Directors, including the Chairman. This evaluation involved a structured process covering various aspects of the Board's functioning, such as composition, Committee effectiveness, experience, competencies, fulfilment of specific duties and

obligations, contribution to meetings, and overall governance issues. After the Independent Directors' meeting, the Board convened its meeting to discuss the performance of the Board, its Committees, and Individual Directors.

The evaluation of Independent Directors was conducted by the entire Board, excluding the Independent Director under evaluation.

As a part of governance practice, the Company had engaged a leading consultancy firm, to conduct the Board Evaluation Process which was facilitated by way of an online structured questionnaire ensuring transparency and independency of the management. The evaluation parameters and the process have been explained in the Corporate Governance Report.

Feedback Mechanism

The structured evaluation process carried out by the Company showed the strong and diverse experience of the Board members which further helps in conducting the meetings in more engaging and constructive manner. The overall outcome of the evaluation indicated that the Board and Committees of the Company are functioning according to their responsibilities and was satisfied with overall

performance & effectiveness of the Board, Committee and Individual Directors.

The Members also provided inputs and areas of discussions on enhancement of overall effectiveness of the Board and Committees.

A detailed update on the performance evaluation carried out has been provided in the Report of Corporate Governance forming part of the Annual Report.

BOARD DIVERSITY AND INCLUSION

Your Company diligently cognises a culture of diversity and inclusion in the Board as the pre-requisite for achieving long-term growth and development steered through effective strategy and governance. In a bid to ensure timely anticipation of risks and opportunities while promoting the persuasive desire of the stakeholders for greater diversity, our Board reflects an appropriate balance of skills, professional experiences, personal background and leadership perspectives.

In view of the above, your Company has adopted the Board Diversity Policy and Diversity, Equity & Inclusion Policy that sets out its approach to diversity. The 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 Nomination & Remuneration Committee enumerates the criteria for assessment and appointment/re-appointment of Directors, KMP and SMP on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender, race or any other such discriminatory factor.

The policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation, diversity, evaluation and succession planning for cohesive leadership management.

With your Company continuing to comply with the policy in true letter and spirit, the complete policy is reproduced in full 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 Act, during FY 2024-25, 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 ICSI and approved by the Central Government under Section 118 (10) of the Act.

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy 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.

With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Our focus is on generating strong business cashflows and maintaining stringent capital discipline in investing in profitable high IRR projects. We also review all investments (organic and acquisitions) based on our stringent capital allocation framework in order to maximise shareholders' returns.

RETURN TO SHAREHOLDERS

~11.8% dividend yield in FY 2024-25

The Company has declared the following dividends during the year in compliance with the Dividend Distribution Policy:
Particulars	Interim Dividend - FY 2024-25
	1st	2nd	3rd	4th
Date of Declaration	16 May 2024	26 July 2024	02 September 2024	16 December 2024
Record Date	25 May 2024	03 August 2024	10 September 2024	24 December 2024
Date of Payment	Within 30 days from the date of declaration
Rate of Dividend per share (Face Value of ? 1 per share)	11.00	4.00	20.00	8.50
0/ %	1100	400	2000	850
Total Payout (? in crore)	4,089.00	1,564.00	7,821.00	3,324.00

 

AUDIT REPORTS AND AUDITORS

Audit Reports:

The Statutory Auditors have issued an unmodified opinion

on the financial statements of the Company for the year

ended 31 March 2025.

•    The Statutory Auditors' Report for FY 2024-25 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 forming part of this Annual Report;

•    The Secretarial Auditors' Report for FY 2024-25 does not contain any qualification, reservation, or adverse remark. The report in form MR-3 is enclosed as 'Annexure D' to this report. Further, in terms of the Listing Regulations, the Secretarial Audit Reports of Bharat Aluminium Co. Limited ("BALCO”), Talwandi Sabo Power Limited ("TSPL”) and Meenakshi Energy Limited ("Meenakshi”), unlisted material subsidiaries of the Company are also enclosed as Annexure D-1', Annexure D-2' and Annexure D-3' respectively to this report.

Auditors Certificates:

•    As per the Listing Regulations, the auditors' certificate on corporate governance is enclosed as an Annexure to the Report on Corporate Governance forming part of this Annual Report. The Certificate does not contain any qualification, reservation, or adverse remark 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 SEBI/Ministry of Corporate Affairs ("MCA”) or any such statutory authority forms part of the Corporate Governance Report.

 

REPORTING OF FRAUD BY AUDITORS

During the reporting year, under Section 143(12) of the Act, 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 in 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, facilitators, and protectors of the Company's business interests. Operating within a structured, comprehensive framework, the function plans, executes, and monitors and overseas all legal activities, providing essential support for the Company's strategic objectives and safeguarding long term value.

By delivering expert advisory and compliance services in line with existing regulations and legislative developments, the function effectively facilitates the business agenda in critical areas such as claims and contract management, mergers &

 

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with 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 2025.

INDEPENDENT DIRECTORS STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

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 Qualifications 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 the provisions of Section 92(3), 134(3)(a) of the Act 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 2025 is placed on the website of the Company and can be accessed at www.vedantalimited.com.

Auditors:

Statutory Auditors

•    M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) had been appointed as the Statutory Auditors of the Company in the 56^th AGM to hold office for a period of five (5) years till the conclusion of 61^st AGM;

•    The Auditors 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.

Secretarial Auditors

•    M/s Sanjay Grover & Associates, Practicing Company Secretaries, had been appointed as the Secretarial Auditors of the Company to conduct the secretarial audit for FY 2024-25;

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

•    The Secretarial Audit Report for FY 2024-25 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 non-compliances;

•    Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated 08 February 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations, circulars and guidelines issued issued thereunder. The Annual Secretarial Compliance Report for FY 2024-25 will also be 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 2024-25;

•    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 KPMG had been appointed as the Internal Auditors of the Company for FY 2024-25 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.

acquisitions, dispute resolution, compliance management, and adherence to laws, ethical business practices and governance standards. The function also proactively monitors legal and regulatory developments ensuring timely incorporation into the Company's compliance framework to ensure compliance.

To strengthen the understanding and application of organisational values and principles embedded in Vedanta's Code of Business Conduct and Ethics, the function conducts an annual mandatory online ethics training module for all employees. In addition the function spearheads the Ethics Compliance Month initiative, raising awareness and conducting focussed training sessions on critical ethical topics such as insider trading, prevention of sexual harassment, anti-bribery, anti-corruption, and anti-trust laws, through interactive learning tools.

The Supplier Code of Conduct ensures that third parties including their employees, agents, and representatives adhere to best industry standards and applicable statutory

The details of the Foreign Exchange Earnings and Outgo are as follows: (? in crore)
Particulars	Standalone Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Expenditure in foreign currency	2,215 4,301		4,302	5,507
Earnings in foreign currency	30,953 32,657		43,290	45,539
CIF Value of Imports	25,597 21,492		31,379	27,640

 

S. No.	Particulars	Amount as proposed in the Offer Document (? in crore)	Amount Utilisation (? in crore)	Amount Unutilised (? in crore)
1	Repayment or pre-payment, in full or in part, of certain outstanding borrowings availed by Company and/or one of the Subsidiaries, THL Zinc Ventures Ltd ("THLZV")	6,375.00	6,375.00	Â
2	General corporate purposes	2,125.00	2,060.50	64.50
Â	Total	8,500.00	8,435.50	64.50

 

requirements related to 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 its operations.

Additionally, the function also drives regulatory and legislative changes through effective management with the concerned authorities and industry associations. By identifying opportunities, mitigating potential 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 transform the business landscape, the function actively seeks to integrate 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 further strengthen functionality and drive greater efficiency.

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'.

Statement of deviation or variation in utilisation of proceeds from QIP

No deviation/variation was reported during FY 2024-25, in the utilisation of proceeds from QIP

RELATED PARTY TRANSACTIONS

Your Company has in place a policy on Related Party Transactions ("RPT”) ("RPT Policy”) formulated in line with the provisions of the Act and Listing Regulations. The Company has voluntarily adopted a stricter policy as against the legal requirements. The RPT policy may 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.

OTHER MATERIAL DISCLOSURES: FINANCIAL, GOVERNANCE, AND LEGAL QUALIFIED INSTITUTIONS PLACEMENT

The Company had raised funds amounting to 8,500 crore by issuing equity shares through Qualified Institutions Placement ("QIP”) route in July 2024. The details of utilisation of funds along with the statement of deviation or variation in the utilisation of proceeds as required under Regulation 32 of Listing Regulations are as follows:

Details of utilisation of proceeds through QIP

The proceeds of funds raised under QIP have been utilised as per objects of the issue. The disclosure in compliance with the Regulation 32(7A) of the Listing Regulations as on 31 March 2025 is as under:

A detailed landscape of all RPTs specifying the nature, value, and terms & conditions of the transaction is presented to the Audit & Risk Management Committee. Also, a Standard Operating Procedure has been formulated to identify and monitor all such transactions.

During FY 2024-25, 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 Corporate Governance Report forming part of this Annual Report.

All RPTs are subject 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 58^th AGM held on 12

July 2023. Further during the year, there have been no materially significant RPTs pursuant to the provisions of the Act. Accordingly, the disclosure required under Section 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 2025 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*

#During the year, the Company had issued and allotted 19,31,81,818 equity shares at an issue price of f 440 per equity share (including a premium of f 439 per equity share) pursuant to Qualified Institutions Placement on 20 July 2024.

*As on 31 March 2025, out of the total paid up share capital of 3,91,06,86,689 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 has been provided on the Company's website and can be accessed at www.vedantalimited.com

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

Your Company has 48 subsidiaries (21 direct and 27 indirect) as at 31 March 2025, as disclosed in the notes to accounts.

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

•    Vedanta Copper International VCI Limited ("VCI”) has become the wholly-owned subsidiary of the Company as on 30 September 2024 pursuant to the approval of the Board of Directors at its meeting held on 16 May 2024;

•    The Company by way of an Offer for Sale ("OFS”) through stock exchange mechanism held on 16 August 2024 and 19 August 2024, sold 6,36,05,891 equity shares held in its subsidiary, Hindustan Zinc Limited ("HZL”) (representing 1.51% of HZLs total issued and paid-up equity share capital). Pursuant to the OFS, the shareholding of the Company in HZL has reduced from 2,74,31,54,310 equity shares (64.92% of total issued and paid-up equity share capital of HZL) to 2,67,95,48,419 equity shares (63.42% of total issued and paid-up equity share capital of HZL);

•    Cairn India Holdings Limited ("CIHL”), wholly-owned subsidiary of the Company, acquired additional stake of

46.57% in AvanStrate Inc. ("ASI”) w.e.f. 29 August 2024. Post acquisition, CIHL holds 98.2% in ASI;

•    Black Mountain Mining Proprietary Ltd. ("BMM”) bought back 3.39% shareholding from Voorspoed Trust on 20 September 2024 and remaining 1.19% on 25 October 2024 upon vesting of the scheme. Consequently, revised holding of THL Zinc Ltd. in BMM is 74%. Effective holding % remains same.

As at 31 March 2025, the Company has 06 associate companies and joint ventures.

Associate Companies and Joint Ventures:

•    Gaurav Overseas Private Limited

•    RoshSkor Township (Pty) Ltd

•    Goa Maritime Private Limited

•    Madanpur South Coal Company Limited

•    Rosh Pinah Health Care (Proprietary) Limited

•    Gergarub Exploration and Mining (Pty) Limited

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 this 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 Act, a statement containing the salient features of the financial statement 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 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

The 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 Material Unlisted Indian 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, your Company had the following material subsidiary companies during FY 2024-25:

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

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

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

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

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

•    Black Mountain Mining Proprietary Limited ("BMM”), 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:

Â	Â	Particulars	Â	Â
Material Subsidiary	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
CIHL	02 August 2006	Jersey	MHA MacIntyre Hudson	10 March 2021
BALCO	27 November 1965	New Delhi	S.R. Batliboi & Co. LLP	17 September 2021
TSPL	05 April 2007	Patiala	S.R. Batliboi & Co. LLP	01 April 2021
Meenakshi	21 August 1996	Kolkata	Haribhakti & Co. LLP	12 August 2024
BMM	11 November 2005	South Africa	Ernst and Young Inc	19 April 2016

The Company has complied with the applicable provisions of the Listing Regulations w.r.t material subsidiaries during FY 2024-25.

DEBENTURES

During FY 2024-25, your Company has raised ? 3,600 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:

Security Description	Date of Allotment	No. of NCDs	Total Amount (? in crore)	Tenor	Maturity Date
Secured Rated Listed Redeemable Non-Convertible Debentures	11 July 2024	1,00,000	1,000	1 year 3 months	10 October 2025
Unsecured Rated Listed	20 February 2025	2,06,000	2,060	2 years	20 February 2027
Redeemable Non-Convertible Debentures (in 2 tranches)	Â	54,000	540	2 years 6 months	20 August 2027

Further, the details with respect to outstanding listed NCDs as on 31 March 2025 have been detailed in the Corporate Governance Report.

COMMERCIAL PAPERS

As on 31 March 2025, 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' with HDFC Bank Limited. The details of shares lying in the unclaimed suspense account are provided below:

Description	No. of shareholders	No. of Equity shares of ? 1/- each
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	324	3,97,735
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	21	43,648
Number of shareholders to whom shares were transferred from suspense account during the year	21	43,648
Number of shares transferred to Investor Education and Protection Fund ("IEPF") account pursuant to IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Amendment Rules, 2017	212	1,84,662
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	91	1,69,425

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

In accordance with the provisions of the Act and the IEPF Authority (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 IEPF 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 199 investor claims have been released from IEPF till 31 March 2025 aggregating to 2,27,121 shares.

Dividend and other amounts transferred/credited to IEPF during FY 2024-25

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	Amount transferred to Date of Declaration IEPF (in ?)	Date of transfer to IEPF
2016-17	Interim Dividend	30 March 2017 16,99,91,101.00	18 May 2024
Total	Â	16,99,91,101.00	Â

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 2024-25 on shares already transferred to IEPF
Financial Year	Type of Dividend	Date of Declaration	Amount transferred to IEPF (in ?)	Date of transfer to IEPF
2024-25	1st Interim Dividend	16 May 2024	5,53,73,746.00	15 June 2024
2024-25	2nd Interim Dividend	26 July 2024	1,88,11,771.00	05 September 2024
2024-25	3rd Interim Dividend	02 September 2024	9,62,32,567.00	26 September 2024
2024-25	4th Interim Dividend	16 December 2024	4,09,91,856.82	08 January 2025
Total	Â	Â	21,14,09,940.82	Â

Shares transferred/credited to IEPF during FY 2024-25

During the year, the Company transferred 2,98,561 equity shares of ? 1/- each comprising of 771 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.

Ms. Prerna Halwasiya, Company Secretary & 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.

 

Dividend due to be transferred to IEPF during FY 2025-26

The dates on which unclaimed dividend and their corresponding shares would become due to be transferred to IEPF during FY 2025-26 are provided below:

 

Dividend due to be transferred to IEPF during FY 2025-26
Particulars	Date of Declaration	Date of completion of seven years	Due date for transfer to IEPF	Amount as on 31 March 2025 (in ?)
First Interim Dividend 2017-18	13 March 2018	17 April 2025	16 May 2025	17,90,50,580.21
Preference Dividend 2017-18	13 March 2018	17 April 2025	16 May 2025	27,13,316.90
First Interim Dividend 2018-19	31 October 2018	05 December 2025	04 January 2026	12,20,91,059.84
Redemption 7.5% Preference Shares	11 October 2018	15 November 2025	14 December 2025	1,76,99,655.20
Dividend 7.5% Preference Shares	11 October 2018	15 November 2025	14 December 2025	10,25,460.98
Total	Â	Â	Â	32,25,80,073.13

 

TRANSFER TO RESERVES

The Company proposes Nil transfer to General Reserve out of its total profit of ? 17,298 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 2025, 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 had 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.

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 proceedings 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 2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b)    they had 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 2025 and of the profit and loss of the Company for that period;

(c)    they had taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

AWARDS AND RECOGNITION

In a bid to maintain its persistent quest for steady growth and continued excellence, the Company continues to ensure its commitment towards maintaining the highest standards of corporate governance and sustainable practices. As a recognition for its impactful innovations and focussed drive to achieve best-in-class operations, the Company has secured a multitude of accolades at various forums while acquiring plaudits as the recipient of numerous prestigious awards for demonstrating its business ethos.

These embellishments to Vedanta's cognisant candidature deliver a testament to the progress made by the Company and honour its diligent efforts towards delivering value for the welfare of all stakeholders and the society as a whole. The Company further strives to lead the path with continuous disciplined improvements in its business practices.

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

ACKNOWLEDGEMENTS AND APPRECIATION

At Vedanta, our business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission of carving our niche as the leading global natural resource Company. The professionally equipped and technically sound management has set progressive policies and objectives, follows best global practices, all with a plausible vision to take the Company ahead to the next level.

Having received external reassurance in all our commitments over the years, the directors take this opportunity to place on record, their sincere appreciation for the central and state government authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders, and investors forming part of the Vedanta family for their sustained support, admirable assistance and endless encouragement extended to the group at all levels.

We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company.

We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world.

---

Mar 31, 2024

1. KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS

COMPANY OVERVIEW

Your Directors take pleasure in presenting the Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the Annual Standalone as well as Consolidated Financial Statements for the financial year ended 31 March 2024 of Vedanta Limited.

 

Vedanta Limited ("VEDL" or "Company"), a subsidiary of Vedanta Resources Limited, is leading global natural resources conglomerate operating across India, South Africa, Namibia, Liberia, UAE, Korea, Taiwan and Japan. It is headquartered in Mumbai, India.

Over the years, your Company has positioned itself as a leading natural resources and technology conglomerate, focusing on large scale expansion of its portfolio in India with operational excellence benchmarked to global standards.

For two decades, we have facilitated the growth of the Indian economy by contributing to the national exchequer and creating thousands of jobs.

Vedanta is a uniquely diversified Company across the natural spectrum and produces commodities 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. It strives to create long-term value for all our stakeholders through exploration, discovery, sustainable development and utilisation of diversified natural resources. 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.

Vedanta’s strategic priorities, while moving towards responsible growth, are good governance, and social licence to operate. The Company demonstrates world-class standards of governance, safety, sustainability, and social responsibility. It's our fundamental values of "Trust, Entrepreneurship, Innovation, Excellence, Integrity,

Care and Respect" that guide and help us accomplish our purpose. These serve as the foundation for everything we do and accomplish.

Furthermore, India is Vedanta's largest market, which is one of the most stable and fastest growing economies in the world. India’s continued strength augurs well for its business performance.

Transforming for the Future

Your Company continue 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 help us address the nation’s growing needs.

Our strategic decisions are supported by robust cashflows, disciplined capital allocation and emphasis on sustainability in everything we do. We cater to diverse consumer markets for their primary materials needs and are leaders in the segments we operate in. With a responsible business model and through activities that generate economic, human, and social value, we are ideally positioned to partner in India’s journey towards greater self-reliance.

COMPANY PERFORMANCE Financial Highlights

The standalone and consolidated financial statements of the Company for the financial year ended 31 March 2024, 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.

The details of the business, results of operations and the significant developments have been further elucidated in Management Discussion & Analysis section of the Annual Report.

ESG Highlights

In FY 2023-24, 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 term, medium term, and long-term goals.

The Company continues to focus on three ESG pillars: "Transforming the Planet", "Transforming Communities" & "Transforming the Workplace"

Vedanta Steel and Ferrous materials, Vedanta Base metals and Vedanta Limited. Each independent entity will have greater freedom to grow to its potential and true value via independent management, capital allocation and niche strategies for growth. It will also give global and Indian investors potential to invest in their preferred vertical, broadening the investor base for Vedanta assets.

The demerger is planned to be a simple vertical split, for every 1 share of Vedanta Limited, the shareholders will additionally receive 1 share of each of the 5 newly listed companies.

The new companies will remain committed to achieving net-zero carbon emissions by 2050 and net water positivity by 2030 with the aim to spend US$ 5 billion over the next 10 years to accelerate this transition.

 

KEY EVENTS DURING THE YEAR

Demerger of diversified businesses unlocking significant

value

On 29 September 2023, the Company had announced its plan to demerge its business units into independent "pure play" companies to unlock value and attract big ticket investment into the expansion and growth of each of the businesses.

The Company has a unique portfolio of assets among Indian and global companies with metals and minerals -zinc, silver, lead, aluminum, chromium, copper, nickel, oil & gas, a traditional ferrous vertical including iron ore and steel, and power, including coal and renewable energy, and is now foraying into electronics and display glass. The demerger will result in six separate listed companies viz. Vedanta Aluminium, Vedanta Oil & Gas, Vedanta Power,

In furtherance to the approval by the Board of Directors dated 29 September 2023, the Company had filed the application with the Stock Exchange(s) and the necessary Observation letters are awaited post which the scheme will be filed with the NCLT.

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 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 ("NCLT"), Mumbai Bench 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 Company is in the process of complying with the further requirements specified in the NCLT Order.

Pursuant to the Scheme, the Company will possess greater flexibility to undertake capital related decisions and reflect a much efficient balance sheet of the Company.

The Scheme is in the interest of all stakeholders including public shareholders.

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

Acquisition of Vedanta Semiconductors Private Limited and Vedanta Displays Limited

In view of the commitment to produce critically important semiconductors and electronic display modules for the growing Indian market, the Company at its meeting of the Board of Directors held on 07 July 2023, approved the acquisition of 100% of Vedanta Semiconductors Private Limited ("VSPL") and Vedanta Displays Limited ("VDL") from

Twin Star Technologies Limited ("TSTL") via share transfer at face value. TSTL is a wholly-owned subsidiary of Vedanta Incorporated (erstwhile Volcan Investments Limited), the ultimate holding company of the Company.

Pursuant to the above-mentioned approval, a share purchase agreement was executed between TSTL and the Company, and thereafter VSPL and VDL became the wholly-owned subsidiaries of the Company with effect from 28 July 2023.

Further, the Government of India came out with two modified schemes for setting up of semiconductor fabs and display fabs in India on 04 October 2022, and the Company through its Special Purpose Vehicles filed applications for grant of subsidies under the same. These applications are currently under consideration for approval by the Government of India.

The necessary details can be accessed on www.vedantalimited.com.

Scheme of Amalgamation of Sterlite Ports Limited,

Paradip Multi Cargo Berth Private Limited, Maritime Ventures Private Limited, Goa Sea Port Private Limited with Sesa Mining Corporation Limited and their respective shareholders and creditors

The Board of Directors of the Company approved the sale of its equity holding in its non-material wholly-owned subsidiaries namely, Sterlite Ports Limited ("SPL") and Paradip Multi Cargo Berth Private Limited ("PMCB"), to Sesa Resources Limited ("SRL"), which was also a wholly-owned subsidiary of the Company, as a part of its consolidation activity of certain entities and thereafter the amalgamation of SPL, PMCB, Maritime Ventures Private Limited ("MVPL") and Goa Sea Port Private Limited ("GSPPL"), wholly-owned subsidiaries of SPL, with Sesa Mining Corporation Limited ("SMCL"), wholly-owned subsidiary of SRL.

The scheme of amalgamation of the above-mentioned entities was approved by NCLT, Mumbai Bench on 06 June 2022 with an appointed date of 01 October 2020, and NCLT, Chennai Bench on 22 March 2023 ("NCLT Chennai Order") with appointed date of 01 October 2022, as against the date of 01 October 2020, contained in the Scheme and already approved by NCLT, Mumbai Bench. Thereafter, an appeal was filed to rectify the NCLT Chennai Order before the National Company Law Appellate Tribunal ("NCLAT"), Chennai which was allowed by the bench vide its order dated 21 December 2023.

The scheme is now effective and the details of the same can be accessed at www.vedantalimited.com.

Divestment of Mt. Lyell Copper Mine in Australia

In November 2021, Monte Cello B.V. ("MCBV"), a wholly-owned subsidiary of the Company, entered into a Term sheet agreement to divest Copper Mines of Tasmania

("CMT") by way of an Option Agreement with New Century Resources. MCBV is 100% owner of the Mt. Lyell Copper Mine in Australia, a copper asset which has been on care and maintenance for the last 7 years and not strategic for the Company with its size and country presence.

Mt. Lyell has been in operation since the 1890’s and was acquired by MCBV in 1999. Under the ownership of the Company, Mt. Lyell was successfully operated for over 15 years. The mine was placed into care and maintenance in 2015 following two safety incidents and a depression in the copper market.

Following an internal strategic review, decision was made in 2021 to divest CMT, running a global sale process to bring in a capable operator and potential owner to evaluate and eventually restart operations at Mt. Lyell, creating value for the community, Tasmanian economy, shareholders and the Company.

In furtherance to the above, the option to acquire CMT was exercised by New Century on 01 November 2023. New Century Resources is a 100% subsidiary of the Sibanye-Stillwater Group. It owns and operates the Century Zinc Mine in Queensland, Australia and is among the Top 15 global zinc producers.

The terms of the sale transaction include US$ 10 million payment by New Century to MCBV on signing of the sale transaction agreements, replacement of closure bond of ~US$ 4.5 million followed by US$ 10 million payment on CMT achieving its first commercial production and upto US$ 300 million royalty consideration based on future revenues of CMT.

The detailed announcement can be accessed at www.vedantalimited.com.

ACQUISITIONS Meenakshi Energy Limited

During the year ended 31 March 2024, NCLT vide its order dated 10 August 2023 has granted its approval for the Resolution Plan as submitted by the Company for acquisition of Meenakshi Energy Limited ("Meenakshi") under Corporate Insolvency Resolution Process in accordance with the provisions of Insolvency and Bankruptcy Code ("IBC"), 2016. Subsequently, the Company has implemented the Resolution Plan and has acquired control over Meenakshi with effect from 27 December 2023. Meenakshi is a 1,000 MW coal-based power plant located at Nellore, Andhra Pradesh. The acquisition shall enhance the Group’s power portfolio.

Athena Chhattisgarh Power Limited The Company had emerged as a successful bidder for acquisition of Athena Chhattisgarh Power Limited (''ACPL'') under the liquidation proceedings of IBC for a consideration of ' 564.67 crore. Further, the application of the

amalgamation of ACPL with the Company along with various reliefs and concessions was approved by NCLT vide its order dated 17 July 2023 in accordance with the provisions of IBC, 2016.

Mines/Mineral Blocks

The Company was declared as the preferred bidder for various mining leases and composite licenses namely Block VII- Cudnem Iron ore mineral block in Goa, Sasoli Iron ore and manganese mineral block in Maharashtra and Kelwardabri Ni, Cr and Associated PGE Block in Chhattisgarh for which Letters of Intent were also issued in FY 2023-24. Additionally, for Ghogharpalli Coal block in Odisha, for which the Company was declared as the preferred bidder in FY 2022-23, the Coal Block Development & Production Agreement ("CBDPA") was executed in FY 2023-24.

PROJECTS AND EXPANSION PLAN

Projects are key driving factor of our Group as our aspirations for growth are very different from any of the peers globally.

Hindustan Zinc Limited: To further enhance metal volume, 160 KTPA Roaster project at Debari is under progress and has achieved 48.5% as at March 2024 with final commissioning being targeted by Q4 FY 2024-25. The project of Hindustan Zinc Alloys has been commissioned in October 2023 and complete ramp up is under progress. Further, the 1.6 LTPA Fumer plant has also been commissioned in August 2023 and full ramp up is targeted by early Q1 FY 2024-25.

The setting up of Fertiliser Plant in Chanderiya is under progress and Site activities for the Project commenced in February 2024 and is targeted to be completed by Q2 FY 2025-26. Further, orders have been placed for Debottlenecking of Cellhouses at CLZS and DSC for inverse in metal production by 21 kt.

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 by the end of the calendar year. Lanjigarh refinery expansion from 2 MTPA to 5 MTPA remains our key focus area with full ramp up to be completed in FY 2024-25, having produced our first alumina from Train-1 at the end of FY 2023-24. Once the full 5 MTPA capacity is achieved, we are also planning to debottleneck the facility from 6 MTPA. With this refining capacity in place, we will have effectively delinked the cost of our smelting operations from the key driver of market volatility, being alumina price.

Expansion activities are in full swing at Bharat Aluminium Company Limited ("BALCO") and the 0.4 MTPA project is estimated to start initial production during H2 FY 2024-25.

We are also committed to our objective of producing 100% Value Added Products ("VAP") and the current project pipeline is enables a significant leap forward with expanded Billet facilities at BALCO and Jharsuguda and additional Rolled Product capacity and capability at BALCO. This would enable us to cater to the rapidly growing domestic demand from sunrise sectors such as EVs, Renewable Power, Defence & Aerospace.

For Coal, the Jamkhani coal mine which commenced production in March 2023 is now producing at its approved capacity. We also expect to commence production at Kuraloi A North and Radhikapur West mines in FY 2024-25. We are awaiting the final vesting order for Ghogharpalli coal block, having completed all the necessary formalities. Collectively, these mines would comfortably enable us to achieve 100% coal security.

VZI: VZI Gamsberg Concentrator Plant: In line with our vision of increasing MIC from 300 KTPA to 500 KTPA, Zn Concentrator Plant with capacity of 200 KTPA is on track.

The continuous focus is on increasing Gamsberg phase-2 will further enhance the mining capability and processing capacity to double the current volumes. The Phase 2 expansion will double the Gamsberg's annual ore capacity to 8 million tons and produce an additional 200 KTPA of MIC.

EP partner has been appointed in Q1 FY 2022-23 and the construction partner has been appointed Q1 FY 2023-24 for executing the civil construction for the Project. All activities related to tendering, techno-commercial adjudication, contract finalisation have been completed. All Major Long lead FIMs {Ball & Sag Mill (CITIC), Crusher, Floatation, Filter Presses and Thickeners Package (MO)} Orders placed. Major FIM supplies such as Thickeners, Mills, Transformers have been delivered to Project Site.

The project is expected to be commissioned by H2 FY 2024-25. The expansion project will promise to create 2000 - 2500 jobs during Construction and a further 800 to 1000 permanent jobs during peak operations.

VZI Iron Ore - In line with our vision on Value from Waste creation, the iron ore project was realised for BMM. The 700 KTPA Iron Ore Plant is currently under construction on an EPC basis & expected to be completed in H2 FY 2024-25.

This project will create a new product line (magnetite) over & above the base metals produced by BMM.

The project will create employment for ~400 people during peak construction and ~250 jobs during operations.

This is also major ESG initiative for VZI as BMM plant tailings consists of an iron feed grade of ~39% which will now be processed and converted into world class target grade of more than 68% Fe instead of being discarded to the Tailings dam. It will thus reduce our overall future environmental footprint.

BMM is further investigating the expansion of project to 2 MTPA via feed from the existing tailing dam and/ or the Swartberg ore body. This is currently in the concept phase & parallel work is currently underway for environmental approvals.

VZI Renewable Energy Project - The project is added to improvise the operating cost of the Project in Gamsberg.

Gamsberg 30 MW (Phase I & Phase II - 15 MW each) Behind the Meter Solar PV: Environmental clearance obtained for 30 MW. Other Statutory clearances are in progress, expected to complete by June 2024. The project will be implemented in two phases. Phase - I: PPA Closed with M/s Enernet; Financial closure planned in June 2024. The planned COD Phase - I is targeted by June 2025. Phase - II project tendering in progress.

Gamsberg 50 MW Solar PV: Discussions are being held with SEZ authorities to build 50 MW behind the meter Solar PV project near Gamsberg Ph - II. Additional sub-station is also being proposed to Eskom to consolidate the energy drawl for Gamsberg and BMM. Project tendering to proceed further, post obtaining go-ahead on land usage from SEZ authorities.

In Cairn, we remain committed to our journey of producing 50% of India’s Oil & Gas production. In-line with our vision, we brought online >50 wells in FY 2023-24 across various assets helping to achieve 129 kboepd in FY 2023-24. Our R&R stands increased by 19% year on year to 1.4 billion barrels of oil equivalent at March end. We continue to undertake infill drilling campaigns across fields to mitigate natural field decline. We shall continue to invest in exploratior and appraisal to add resources for further growth. We also expanded our geographical footprint and commenced production from Assam (Hazarigaon) and Onshore Gujarat (Jaya field), thereby helping us diversify our asset base.

ESL: As we embark towards the growth journey of 3.2 MTPA expansion, which includes execution of additional Blast Furnace of 1,264 m³Â supported by 0.5 MTPA Coke Ovens,

800 TPD Oxygen Plant and other auxiliaries. Railway infrastructure upgradation from public siding to Plant head under current expansion shall make ESL logistic friendly.

This project also comes with a new 0.18 MTPA Ductile Iron Pipe Plant which will help us to maximise VAP. The project along with the successful debottlenecking of BF#3, Sinter Plants & new LRF will take us to the capacity of 3.2 MTPA with the lowest quartile cost & premium product portfolio. Expected railway siding completion till exchange yard by Q1 FY 2024-25. Additional Hot Metal from BF#1 shall be converted to finished products by installation of 3^rd Convertor 3^rd Billet Cater and new TMT rebar mill. Anticipated completion timeline for new steel making and rolling facilities is Q3 FY 2026-27.

FACOR: As part of the FACOR expansion plan, we have defined three pivotal projects: the establishment of a new 300 KTPA Ferrochrome Smelter (2x75MVA Furnace) Plant, the development of an underground mine at Ostapal with a mining capacity of 1.5 MTPA, and the setup of a new 600 KTPA Concentrator Plant at Tomka. The commencement date for the FACOR Growth Project was established as 01 November 2024. Under this growth initiative, we have achieved significant progress in the following projects:

We have made substantial advancements in our 300 KTPA Ferrochrome Project. Currently, 50% of the engineering work is completed, and our technology supplier, Metso Outotec, has placed orders for key long-lead delivery equipment. Out of a total of 63 packages, 34 have already been ordered. All site preparation work is finalised, and we have completed 464 piles to date. We anticipate commencing structural fabrication and civil foundation (RCC) work by May 2024. Based on our current progress, we are on track to complete the project by November 2024, as committed.

The Ostapal 1.5 MTPA UG Mine Project is also making considerable headway. We have completed 60% of the infrastructure design and engineering work. Portal underground (UG) development work is scheduled to begin in June 2024, pending receipt of the Environmental Clearance (EC). We expect to reach the first ton of ore by Q3 2025.

For the 600 KTPA Concentrator Plant, we have selected Sino Steel from China as our technology partner, with project engineering work commencing in April 2024. The process of selecting a construction partner is currently underway and is expected to be completed by June 2024. We anticipate breaking ground for this project in September 2024.

Iron Ore Business:

WCL: Work is under progress for ordering a 10 MTPA concentrator plant at Bomi mines along with related infrastructure projects for logistics and material handling at port. Work is expected to commence by Q3 of FY 2024-25 with a completion period of 20 months. At Mano mines,

DSO mining is planned to be operational from beginning of FY 2024-25.

VAB: Ductile Iron Pipe Project contract has been awarded in December 2023. EC is expected by Q1 FY 2024-25. This will significantly improve the margin and realisation at VAB through product diversification. Successful commissioning of 5 KTPA Fe-Si Plant that will reduce our production cost for value added products.

Vedanta - Nickel Business (Nicomet): In FY 2023-24, we are able to achieve 50% of the installed production capacity with total production and sales close to 3 kt for the year. With the debottlenecking plans, we are targeting to achieve 10 KTPA production capacity in the next six months. Currently holding a 50% domestic market share for Nickel Sulphate,

we aim to bolster its presence by venturing into the Indian EV manufacturing sector. Furthermore, we have solidified our position by signing a Long-Term Contract ("LTC") for Nickel Sulphate supply with key international EV players.

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy 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.

With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Our focus is on generating strong business cashflows and maintaining stringent capital discipline in investing in profitable high IRR projects. We also review all investments (organic and acquisitions) based on our stringent capital allocation framework in order to maximise shareholder returns.

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

Particulars	Interim Dividend - FY 2023-24
	1st	2nd
Date of Declaration	22 May 2023	18 December 2023
Record Date	30 May 2023	27 December 2023
Date of Payment	Within 30 days from the date of declaration
Rate of Dividend per share (Face Value of ' 1 per share)	18.50	11.00
%	1850	1100
Total Payout (' in crore)	6,877	4,089

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with 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 2024.

CREDIT RATING

Your Company is rated by CRISIL 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 ("Corporate Governance Report")

of this Annual Report.

ECONOMIC RESPONSIBILITY

Vedanta guided by its vision and mission adopts a comprehensive value creation process that leverages on all available resources and relationships while addressing material issues and strategic focus areas. At the core remains ESG, where our purpose ‘Transforming for Good', supplemented by the more comprehensive ‘Transforming Together' theme is deeply embedded into this value creation process. The inherent community value empowers our decision-making to drive business success, while contributing to the nation’s growth.

Vedanta recognises the unique nature of the natural resource they deal in and hence believes in mining with a mission and is at the forefront of the industry’s transition towards a purpose driven future. Our operations go beyond extracting resources, aiming to enrich lives and create a sustainable legacy of positive change for future generations.

We also continue to focus on effectively delivering strong & stable cashflows and Vedanta’s large, diversified asset portfolio, with an attractive cost position in many of its core businesses, enables us to deliver strong margins and achieve stable free cash flows through the commodity cycle. Vedanta continued its strong growth momentum and witnessed steady volume performance across all businesses, with aluminium and zinc delivering record performance, despite the challenging environment, in terms of geo-politics, rising energy prices and uncertainty in commodities market.

We promote diversity, equality and inclusivity, while also investing in people development, safety and well-being.

We empower them to think independently, creatively and innovatively. We strive to operate responsibly through sustainable use of resources and investing in various environmental goals. This year, we're concentrating on tackling economic inequality, with a big focus on acknowledging diversity and empowerment across society. We're highlighting how inclusion is crucial for promoting gender equality.

Lastly, we are committed to nurturing lasting and enduring relationships with our stakeholders, built on trust and concern for their individual and collective wellbeing through meaningful engagements. At Vedanta, we make synergetic efforts to prioritise the concerns of our stakeholders and we seek to balance the interests & expectations of all stakeholders to align with the overall organisational goals of the Company.

At Vedanta, FY 2023-24 was a year of remarkable progress on the ESG front led by our 'Transforming for Good’ purpose and we are extremely pleased to apprise that the Company has aced the Corporate Sustainability Assessment by S&P Global for 2023 (formally known as DJSI). Guided by the philosophy of giving back, we positively touched more than 50 million lives through our CSR progammes, improved diversity, inclusion and governance practices and took major strides in the areas of carbon neutrality, water positivity and a greener business model.

In line with the past trends, we are proud to declare that we have contributed '54,402 crore to the public exchequer of the various countries where we operate in FY 2023-24. The total contribution to the exchequer is the result of value added by different business segments across their respective value chains and across multiple stages of the business cycle.

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

2. SUSTAINABILITY AND SOCIAL RESPONSIBILITY

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

The fiscal year 2024 was the year when we began to consolidate the ESG framework that we set up two years ago. 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 Group ExCo and the Group HSE & Sustainability Function. Additionally, 13 Communities of Practice ("COP") help drive implementation of the various aims. The COPs are structured at the Group and BU-level, and help engage and integrate ESG aims across the organisation.

The Company also introduced the digital "V-Unified" platform to streamline all of 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 focused 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 13 COPs are working towards 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 2023-24 give confidence to the Company that we are on the right track. These include:

1.    Transforming Communities:

•    Our flagship Nand Ghar programme has reached 6,000+ Nand Ghars, impacting 0.4 million women and children through this initiative.

•    Our Corporate Social Responsibility programmes that focus on improving the skill sets of communities are helping around 1.5 million families improve their earning potential and achieve financial independence.

2.    Transforming Planet:

•    We are on-track to deliver on 835 MW of RE RTC (eq) Power Delivery Agreements. We are expecting first power from these projects in 2025. Collectively, this batch of RE will help abate 6 MMTCO₂e per year.

•    5 of our operations (Hindustan Zinc Limited,

Cairn India, Iron Ore Business, FACOR mines, and Black Mountain Mine) are now water positive.

•    100% of our BUs have an 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 20% from FY 2020-21 baseline of 11% which shows significant progress in making our workforce more diverse.

•    Our women representation in decision-making roles has increased to 22%, which means that more women are now part of decisions being made across the organisation.

•    Unfortunately, the Company experienced 3 fatalities this year (FY 2022-23: 12 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.

ESG Ratings:

FY 2023-24 saw Vedanta and its Companies achieve the pinnacle of global ESG ratings. The Company stood at #3 position among 174 global metals & mining companies in the S&P Global Corporate Sutainability Assessment. This is the second consecutive year of improvement. Our subsidiary, HZL topped the listing, as did our Aluminim business (in the Aluminium sector). This all-round improvemet is an indication of the consistent management approach for the ESG program.

We also saw improvement in other platforms such as Sustainalytics and CDP (Water) while retaining our CDP rating in climate performance and MSCI ESG Rating.

Challenges:

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.

Growth Projects

Our growth projects planned from FY 2023-24 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 600 projects in all 3 major areas of transformation, which will take us in the required direction. With the help of technology and focused approach, we are on right track to achieve leadership position in ESG space.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Since FY 2021-22, our Business Responsibility and Sustainability Report ("BRSR") disclosures have been aligned with the regulations issued by 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 reasonable assurance for the report.

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.

The Company shall also publish a Climate Action Report. This year, we will be reporting on our decarbonisation efforts for the fourth 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 Integrated Report, 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 shall be made available at www.vedantalimited.com.

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:

('/crore)
Â	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Expenditure in foreign currency	4,301	5,172	5,507	7,266
Ea-'nings in foreign currency	32,657	31,035	45,539	49,439
CIF Value of Imports	21,492	26,437	27,640	34,137

CORPORATE SOCIAL RESPONSIBILITY

Vedanta has committed itself towards reaching out and giving back to its communities. Creating an ecosystem of development through planned interventions, Vedanta is ensuring that its vision for the development of the nation reaches the farthest geographies.

With a consistent focus on bringing a transformational change in its communities, Vedanta is implementing sustainable and inclusive growth and has reached out to 1,73,00,595 beneficiaries across over 1,200 villages in

FY 2023-24.

Spearheading Women and Child Development through its flagship project 'Nand Ghar’, a total of more than 6,044 centres across 14 states in India have been developed that cater to more than 3.9 lakh children and women of rural India. Nand Ghars are transforming the landscape of rural India with best in class infrastructure and facilities. Project Nand Ghar is emerging as synonymous to nutrition. This year, with the Vedanta Delhi Half Marathon and the Vedanta Pink City Half Marathon, more than 50,000 people ran for the cause "Zero Hunger". These marathons reached out to international and domestic runners, with the zeal and enthusiasm of the participants, Vedanta was able to commit 5 million meals for a healthy and nourished India. Catering to the needs of building a resilient future generation, Nand Ghar also launched a multi-millet nutri-bar for children's holistic nutrition as part of its preparations for its objective for a healthy India.

Vedanta has always found its purpose in giving back multifold to its communities and ensuring no being is left behind. Broadening its reach into the realm of welfare, Vedanta has launched a first of its kind, Animal Welfare Project, The Animal Care Organisation ("TACO"). An initiative focused on improving animal health and welfare, TACO is currently operating in Haryana and Rajasthan. Its goal is to offer top-notch amenities, veterinary care, training, and animal shelters to protect and care for animals. Additionally, TACO has provided aid to Ranthambore National Park and Ramgarh Visdhari Tiger Reserve to help preserve the diverse wildlife found within the sanctuary.

Furthermore, to accelerate social growth and development, with a well-defined roadmap and a commitment to invest

' 5,000 crore, Anil Agarwal Foundation, the philanthropic arr of Vedanta aims to take the mission of creating strong & resilient communities in India ahead.

In the FY 2023-24, Vedanta has won several awards for its community development initiatives like 11^th National CSR Summit 2023, BW Emerging Business Award, Mahatma Award, 7^th CSR Health Impact Awards 2023 - Silver Award, Best CSR Impact Awards - 8^th Edition from UBS, Best Livelihood Initiative of the Year by India CSR Awards, Green Eco-Friendly Initiative Award by Network 18, Governors Scroll of Honour from Governor, West Bengal, Odisha Ideas Excellence Award etc.

 

Excellence in Corporate Social Responsibility:

An essential aspect of most of the programs is adopting a community engagement strategy that begins from the grassroots level. This approach fosters community ownership and long-term sustainability with efficiently implemented programs working for the betterment of the communities.

Understanding and prioritising the needs of the communities several interventions with focus on women and child development, healthcare, sustainable livelihood, sports and culture & community development have been designed and implemented across more than 1,200 villages.

3. HUMAN RESOURCES MANAGEMENT PEOPLE AND CULTURE

Our Company has always aspired to build a culture that demonstrates world-class standards in safety, environment, and sustainability. People are our most valuable asset, and we are committed to provide all our employees with a safe and healthy work environment.

Our culture exemplifies our core values and nurtures innovation, creativity, and diversity. We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front.

It is through the passion and continued dedication of our people that our Company continues to succeed, and we have always unequivocally and firmly believed in rewarding our people for their consistent efforts through our best-in-class and globally benchmarked people practices and reward programs.

We have been recognised for our people practices by coveted External Awards:

•    100+ External Recognitions received in last 7 years.

•    Kincentric Best Employer Award 2023 for Best Employer, welcoming us in the elite "Best Employer Club."

•    Featured in Top 10 Happiest Workplaces 2023 by Economic Times HR World along with 80 other prominent brands.

•    Honored with Gold Medal award in Talent Management for Vedanta Group by BrandonHall HCM Excellence awards.

•    Arogya World Healthiest Workplace Award-Recognised at Gold Level for Vedanta Group for best practices in health & Well-Being 2023.

•    13 Managers recognised with Economic Times and People Business - Great Manager Award 2023, CAIRN, VAL-L, BALCO, Sesa Goa, Sterlite Copper, Runaya features as Company with Great Managers 2023.

•    Recognised for ‘Significant Achievement to HR Excellence' by CII for BALCO, CAIRN, VAL-J, ESL, Sterlite Copper.

People Practices

Leadership Development & Succession Planning - In line with our core philosophy of "Leadership from within", we run some of the industry's most-sought after leadership development programs. We identify high-quality talent with focus on young-talent to make Vedanta truly 'future-ready'.

Industry Leading Talent Identification Program

Through V-Desire initiative anchored by Chairman himself, focuses on identifying high-potential leaders by allowing them the autonomy to pursue roles & projects aligned with their aspirations. 117 leaders were identified through a structured process & given their aspirational role/projects.

By empowering individuals to choose their desired career paths, we foster a culture of engagement and fulfillment, maximising their potential contribution to the organisation. This approach not only nurtures talent but also cultivates a dynamic workforce capable of driving innovation and achieving strategic goals.

Executive Education & C-Suite Coaching

A customised executive education initiative that seamlessly integrated both in-person and virtual learning experiences, tailored to meet the unique requirements of our senior leadership cadre in partnership with ISB. Crafted with specialised modules for our executives, this program ensured precise development aligned closely with organisational goals. This hybrid learning model facilitated participants in gaining invaluable insights, nurturing collaboration, fostering innovation, and refining their strategic leadership capabilities. Furthermore, senior CXOs were paired with internationally acclaimed executive coaches to further augment their professional growth journey.

^ Women Emerging Leaders Program

The program focuses on identifying new emerging Hi-Pos & 'hidden gems' amongst our women workforce and take disruptive actions for ensuring higher responsibility/visibility/ roles. Through the first phase, 74 leaders have been identified and have taken up elevated roles across businesses and functions. 49% are from Operations/Technical domains and 51% are from Enabling functions, with 30% leaders taking up cross-Business/Function/Location roles.

^V-Lead

Flagship Women Leadership Development Program to create a strong pipeline of women CXOs & include them in decision making bodies.

•    100+ high-potential women leaders groomed for leadership/CXO roles.

•    25 CXOs anchoring V-Lead Leaders for personal & professional growth.

•    60% V-Lead Leaders elevated to Leadership Roles in last one year through Growth Workshops, ACTUP, APA and other Talent Initiatives.

•    25% V-Lead Leaders rewarded with the prestigious Chairman Award.

Complete Talent Coverage

Employees across all functions, grades, experience/seniority levels are included in our Talent Development Initiatives. This ensures fast-tracked career progression for all employees at the right time.

This year apart from our Business and Technical ACT UP programs, multiple initiatives were held focused on critical functions such as MAS and Projects. Unique initiatives such as Top Campus Mind, Ex-Defence Hires Workshops

and MAS ACE were executed covering new campus hires and Cross-Functional leaders (Projects, Finance, Commercial & Marketing etc.). Gurukul & HR are our digitally driven Learning & Development initiative which gives internal leaders and external experts a platform to share their expertise and knowledge.

Inducting Best Talent to enable

Organisational Growth -

Hiring quality talent from top Universities across specialisations and laterally from varied background with niche experience thereby ensuring diverse and rich talent pool.

•    Onboarded 2000+ Freshers from 150+ premier campuses, 40% gender diversity, 15% from North-East, J&K state and Minority communities, 30% Rank Holders.

•    Vedanta Leadership Development Program (VLDP) -

Focused hiring from Top IITs & IIMs for building leadership pipeline; roles shadowing CXOs, fast-track growth, leadership roles during early career stages.

•    Hiring talent from Global Universities in US, UK,

Australia, UAE, Singapore etc., with focus on new-age specialisations such as AI, Digital, Suply Chain & Analytics.

•    YUVA (Young Upcoming Vedanta Achievers) - Detailed induction program for campus hires with CEOs, functional heads & industry experts; business & functional sessions, site visits, CSR activities, Campus to Corporate programs for better understanding of the organisation.

•    V-Campus: 1-year digitally driven anchoring & learning journey for campus hires with goal setting & tracking, periodic pulse surveys, live experience sharing platform, leaderboard, and Rewards & Recognitions.

•    Family Business Background: Pioneers to break the stereotype about target talent pool and hire passionate entrepreneurs inclined to run the business radically.

The talents onboarded are personified Entrepreneurship champions, it being one of the core values of Vedanta.

•    Ex-Veterans: Top-notch professionals from Tri-Services (Army, Navy, Airforce) bringing in top-class military practices for Corporate.

•    Experts from Professional Services Firms: Onboarding cross-functional experts to get best of the solutions for our strategic business orientation like empowering our business entities to run independently. Leaders from large consulting firms with expertise in financial re-structuring and value creation have been inducted.

•    Automobile Industry Experts: Across the world, it is recognised that automobile industry has one of the best supply chain practices. With a focus to develop that expertise in our large operational units, prevent leakages and increase overall efficiency, we sourced such best talents for business-partner management, which is a significant arm for us.

•    Experts from Global conglomerates: With ~30 different nationalities in our ecosystem, we have onboarded experts from across geographies to bring in global knowledge, bench-marking and best-practices in the domain of natural resources.

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 are 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 03 November 2023, the Nomination & Remuneration Committee ("NRC) approved the grant of Employee Stock Options 2023 to Vedanta employees covering 42% 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 2023 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', multiplier based on fatalities 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 2024 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.

Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from M/s Chandrasekaran & 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, and Senior Management Personnel during FY 2023-24 was in accordance with the NRC 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 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: People are our greatest asset and we are committed to providing all our employees with a safe and healthy work environment. Our compensation philosophy has a strong linkage of reward priorities to business priorities ensuring a uniform experience across the group. Built on the core objective of driving ‘Pay for Performance' culture, the mix of components of the Executive Compensation aims to drive the short as well as long term interests of the Company and its shareholders through strong emphasis on operational/ financial fundamentals, social license to operate, business sustainability, strategic objectives of resource and reserve creation along with wealth creation for stakeholders.

•    Governance: The Executive Compensation Philosophy is well established & benchmarked across relevant industry comparators. All parameters are reviewed each year by the NRC. 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 last few years, we have matured many of our reward practices in an attempt to continue to raise 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") and 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.

 

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 Program form an integral component. Progressively, impact of carbon footprint has been added as a performance parameter.

•    ESG Component in 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 categories - 'Award for Sustainability’, 'Best Business Partner Award’, and 'Business Performance Award’ all of which have safety and sustainability parameters as key evaluation metrices.

•    Employee Benefits Policy: Vedanta has introduced best-in class employee benefits policies in recent times which focuses on all three pillars of ESG - Environmental, Social and Governance.

-    Electric Vehicle 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 was launched to benefit all the employees across the organisation.

-    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 well-being 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.

-    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 corroborate the Internal Pay Equity Principles, sustained attention to equity grant practices and maintain checks & balances to confirm that the practices are legally and ethically compliant with International, National, and State/Regional laws.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the period under review, cases received were twenty five (25) out of which twenty three (23) were found correct. Your Company has constituted Internal Complaints Committee ("ICC") for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of Vigil Mechanism are set out in the Corporate Governance Report, which forms part of this Annual Report.

4. RISK MANAGEMENT RISK MANAGEMENT

The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation.

The effective management of risk is critical to support the delivery of the Group’s strategic objectives. Risk management is embedded in the organisation’s processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report.

With effect from 06 June 2020, the Risk Management Committee has been consolidated with the Audit Committee comprising of only Independent Directors ensuring robust risk management systems in place with valued feedback of Independent Directors being on the Committee.

Our risk-management framework is designed to be simple, consistent, and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organisational structures, processes, standards, and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Audit & Risk Management Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by approval of remedial actions, where appropriate. The Committee is in turn supported by the Group Risk Management Committee which helps the Audit & Risk Management Committee in evaluating the design and operating effectiveness of the risk mitigation program and the control systems.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

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

For a detailed risk analysis, you may like to refer the Risk Management under the Performance Review section which forms part of this Annual Report.

CYBER SECURITY

The Group has a structured framework for cybersecurity.

Each of the Business Units has a Chief Digital & Information Officer ("CDIO") with suitable experience in Information/ Cybersecurity. Every year, cybersecurity review is carried out by IT experts (belonging to IT practices of Big-4 firms). Vulnerability Assessment and Penetration Testing ("VAPT") review is also carried out by cyber experts. This practice has been in place for several years now and has helped in strengthening the cyber security environment in the group. The external environment on cybersecurity is continuously evolving and accordingly organisation takes proactive measures to mitigate risk. The respective CDIOs are responsible for ensuring appropriate controls are in place to address the emerging cyber risks.

INTERNAL FINANCIAL CONTROLS

Your Board has devised systems, policies, and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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 Audit & Risk Management Committee 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 Audit & Risk Management Committee. 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, focusing 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 Audit & Risk Management Committee.

The Company’s internal financial control framework is commensurate with the size, nature and complexity of the Company’s operations and is based on the criteria aligned to the Committee of Sponsoring Organisations of the Treadway Commission ("COSO") framework and requirement of Act. Through the internal financial control 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 Management recommend to the Board that the Company continued with 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.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or

VIGIL MECHANISM

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle-Blower Policy. As per the policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints.

overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the Management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit & Risk Management Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistleblower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company’s Audit & Risk Management Committee.

The details of this process are also provided in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company’s website at www.vedantalimited.com.

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.

5. INNOVATION, DIGITALISATION AND TECHNOLOGY

INNOVATION, DIGITALISATION AND TECHNOLOGY

At Vedanta, over the past few years, we have taken a tech-forward strategy which aims to boost operational effectiveness and productivity, fully embracing digitalisation, and fostering a culture of digital inclusion among employees while cultivating our start-up ecosystem. In this digital first era, our goal is to be at the forefront of smart & intelligent manufacturing, each of Vedanta's businesses has embarked on their own transformational journey towards digitalisation and innovation.

Vedanta’s approach towards digitalisation has been focused towards setting up the infrastructure which enables us to introduce advanced technologies to further streamline our operations, this to an overall effect has led to data-based decision making at every level, increasing business intelligence, automation & remote operations in some cases. In FY 2023-24, through digital initiatives, we are achieving tangible gains in terms of volume upliftment & cost reduction using Internet of Things ("IoT") & Artificial Intelligence ("AI") while also focusing on business excellence, AR/VR based learning & ESG. Key Initiatives that were implemented in current fiscal year include Advanced Process Control for Artificial Lifts at Cairn Oil & Gas, Tele Remote Loading at Hindustan Zinc Limited, Blast Furnace Digital Twin at ESL Steel, AI based Simulator for Cold Rolling Mill at BALCO and we launched our digital platform for integrated security information management system across the group.

Our focus with Vedanta Spark is to bring right startups who can help us increase volume, reduce cost and leverage emerging innovations in the ESG space. We have gained great traction with startups through Vedanta Spark 3.0 to introduce new innovations across the length & breadth of the Company. So far, we have 83 startups with 158 engagements across the group. Furthermore, we are working towards enabling investments in startups that are proven and have a high potential for growth. We will have an Investment Committee with group leaders and external experts who will choose the right startups for us to invest in that will help increase the overall value.

Overall, our focus lies in bringing a culture change to enable all of functions to use the advancements in technology in day-to-day operations. With our strong roadmap for the upcoming years, we will always look towards

expanding our footprint across the group to enable better delivery of tomorrow’s metals & energy in an effective & sustainable way.

POLICY AND ADVOCACY

Vedanta’s initiatives are essentially premised on its 'Nation-First’ philosophy. Vedanta’s advocacy aims to create an enabling regulatory framework to fulfil the resource needs of the country, be it those of green energy, electric vehicles, or infrastructure. This is executed through participation in stakeholder consultations on global value chains, ease of doing business, financial reforms and other matters related to responsible business practices. Because of our frequent collaborations with academia, think-tanks, industry associations and media organisations, our initiatives are strongly backed by research and holistic stakeholder feedback. India’s growth story requires an abundance of minerals, metals and fuel, which Vedanta aims to support.

RESEARCH & DEVELOPMENT

Research & Development ("R&D") is a critical component of Vedanta’s growth strategy. It enables us to stay competitive by developing innovative products and services that meet the changing needs of customers. Vedanta invests a significant amount of resources into R&D to improve the quality of its products and services, reduce costs, and increase efficiency. R&D helps the Company to differentiate itself from competitors and maintain its market position.

In Aluminium business, in the pursuit of innovation and advancement within the Aluminium Business, Vedanta has remained steadfast in its commitment to pursuing ambitious R&D. Our R&D team has been instrumental in delivering pioneering solutions across various domains, including new value-added product development, waste utilisation, bauxite beneficiation, and process optimisation. These efforts reflect our dedication to fostering sustainable growth and reinforcing our position as a market leader.

In collaboration with CSIR-NML, Jamshedpur, we have embarked on two innovative projects: Development of a High Temperature Low Sag ("HTLS") alloy wire rod conductor for high performance power transmission, and an Ultra-high Strength (>400 MPa UTS) and weldable aluminium alloy catering to the requirements of Defense, Aerospace, Marine, and Electric Vehicles ("EV") segments to enable substitution of material currently imported into India. Concurrently, our collaboration with IIT Kharagpur has yielded two exciting ventures. The first one involves the development of a High Temperature Resistance Cast Grade Aluminium Alloy tailored for the automotive sector, while the second one focuses on the production of an Ultra-high-Purity Aluminium variant (targeting 99.99% purity) specifically designed for applications in Aerospace, electronics, and areas where cathodic protection is required.

In the Financial Year 2023-24, Vedanta Aluminium embarked on a strategic initiative to explore computer-aided engineering solutions, with the aim of positioning Industry

4.0 at the forefront of its operations. This endeavour is anticipated to drive down production costs and enhance profitability significantly. Utilising techniques such as the Discrete Element Method in conjunction with computational fluid dynamics and particle breakage modelling, efforts have been directed towards enhancing ball mill throughout at the Lanjigarh refinery, previously identified as a bottleneck, by approximately 10%.

In alignment with the advent of Industry 4.0, AI/machine learning ("AI/ML") and Artificial Neural Network ("ANN") algorithms are being harnessed to manage Hydrogen Fluoride generation within smelters, with the potential to reduce ALF3 consumption (which is a key raw material and cost component). Moreover, the exploration of process modelling tools aims to optimise new business opportunities, ensuring sustained competitiveness in both domestic and international markets.

Vedanta Aluminium has pioneered a patented process to reduce bauxite residue, known as red mud, in alumina refining by an impressive 30%. This breakthrough extracts iron from the ore prior to digestion, increasing alumina yield, and reducing organic content, significantly boosting resource efficiency and reducing energy consumption during refining. Developed in collaboration with the esteemed Indian Institute of Technology Kharagpur ("IIT KGP") and with support from the Lanjigarh facility, this advancement promises to enhance operational excellence and sustainability within Vedanta while positively contributing a solution that could be applied across the global aluminium industry.

In waste to wealth segment, we have taken up a project on the recovery of high-purity (>99%) graphite from spent pot liner first cut and shot blast dust, as well as the synthesis of ALF3 from dross slag. Additionally, efforts are underway to devise processes for the utilisation of spent pot liner second cut, further maximising resource efficiency and waste minimisation.

A pivotal focus area of our R&D initiatives has been to find economic ways to utilise bauxite residue or red mud. Collaborative efforts have been initiated with industrial partners, CSIR laboratories, and the JNARDDC in Nagpur to develop comprehensive technologies for the holistic utilisation of red mud. These endeavours aim to extract valuable metallic components and effectively manage remaining residue, contributing to both environmental sustainability and resource optimisation. Furthermore, we have developed innovative recipes for incorporating red mud in various applications, including partial substitution in sand, road sub-layers, and the production of red mud-based geopolymer concrete.

In conclusion, Vedanta Aluminium's R&D endeavours in FY 2023-24 have yielded remarkable results, including the filing of five patents. These patents cover groundbreaking

innovations such as pre-processing of bauxite to minimise red mud generation, recovery of high-purity graphite from spent pot liner and shot blast dust, the synthesis of AlF3 from dross slag, development of a lead and tin-free bismuth Aluminium-based alloy (6082 highly machinable alloy), and the creation of fast-setting geopolymer concrete utilising red mud and fly ash. These achievements underscore our commitment to driving innovation and sustainability within the aluminium industry, establishing Vedanta Aluminium as a trailblazer in the field.

Hindustan Zinc Limited maintains a laser focus on achieving business outcomes. This commitment is reflected in the initiation of research activities across several key areas, including advanced process monitoring, digital data analysis, and process simulation. Recognising the evolving nature of our ore, we continuously explore ways to enhance mineral processing and smelting practices for superior recovery and efficiency. Collaboration remains a cornerstone of our innovation process, fostering partnerships with world-class universities, institutes, technology providers, and startups. Significant Commercial Implementations of this year include deployment of new silver promoters to improve silver recovery and reduce costs. Continuing in our ESG efforts, we have deployed non-hazardous pyrite depressants at our sites. In the coming year, we are aiming to develop process control strategies based on the new process parameter measurements and data analysis.

Specific R&D focused projects include:

•    Implemented a low-capex process for jarosite modification for its use in cement industry.

•    Increase the current efficiency of Zinc Electrowinning process and improve quality of HG grade Zinc in the manually operated zinc cell house. Plant trials are

in progress.

•    Improvement in Zinc recovery from MCTP and coke recovery from its slag. Trial tests have been conducted at the plant, and process is under implementation.

•    Developed online sensors for measuring O2 level in the outlet gases from zinc roasters.

•    Developing online control systems to use molten metal level measurements for reducing the variations in ingot thickness & improve customer satisfaction.

•    Developed flotation reagent to improve lead and silver recovery at Sindesar Khurd Mines. Plant trials are

in progress.

In Copper business

1. Through crucial R&D, the unit has developed a new process to recover precious metals from anode slime and this plant has been successfully commissioned and ramped up. It results in smooth PMR operations at Fujairah unit and additional revenue.

2.    In-House process designing for Selenium and Tellurium recovery in collaboration with Council of Scientific

and Industrial Research, Govt of India to ensure 100% realisation of minor metals.

3.    With respect to quality improvement, the unit is doing intensive R&D to increase the purity of cobalt sulphate to be in comparison to battery grade.

4.    In the path of creating wealth from waste or residue, the unit is targeting an additional ' 250 crore revenue from Minor Metal Business by FY 2025-26 through R&D and Innovation.

5.    Under the sustainable packaging initiative, a 100% recyclable packaging solution has been introduced for the copper rod. This packaging provides protection even under adverse climate conditions and has led to customer delight.

6.    Artificial Intelligence & Machine Learning based smart fuel optimisation project under the digitalisation initiative in our furnaces has been implemented and is estimated to reduce 3,554 tCO₂ eq./year.

In ESL, R&D vertical has been working to deliver innovative

solutions in several key areas, including new product

development, customer delight and operational excellence.

1.    New Product Development: R&D vertical developed seventeen (17) new grades, tailored for specific applications like fasteners, screws, steel wool springs, crimped wire, wire ropes, auto cables, etc. Advancing commissioning of a new LRF to extend capabilities into alloy-grade production.

2.    Packaging Efficiency Enhancement: Developed a more efficient HDPE tubular packaging at the Wire Rod Mill from conventional HDPE overlapping packaging. This strategic shift doubles packaging capacity while utilising the same resources. Beyond aesthetics, the method ensures fully sealed enclosure for wire rod coils, effectively safeguarding against dust and moisture infiltration, thus enhancing product integrity and customer satisfaction.

3.    Innovative Strapping and Compacting System:

Successfully introduced a state-of-the-art strapping and compacting system in collaboration with Sund Birsta. This system employs metal straps as a superior alternative to traditional binding wires, offering increased surface contact for enhanced holding strength. Designed for export-oriented packaging, it minimises the risk of coil binding loosening during transit, ensuring products reach customers in optimal condition. Additionally, the system efficiently eradicates compactor-related bottlenecks, reducing delays, thus enhancing customer satisfaction through timely deliveries.

4.    Ferro Alloy Optimisation: Developing Ferro Alloy Optimisation Model to calibrate the quantity of ferro alloy required for precise chemical compositions.

Aims to reduce specific consumption of ferro alloy by providing accurate predictions and recommendations for alloy addition, enhancing production precision and resource efficiency.

5.    Innovation in Quality Enhancement: Through in-house innovative solutions and initiatives implemented at our Steel Melting Shop and Rolling Mills, significant improvements have been achieved in the sigma level of a key quality parameter, namely tensile strength, in our finished goods such as wire rods and TMT bars.

6.    Digitalisation for Operational Excellence: In the pursuit of Operational Excellence, we embark on transformative digitalisation initiatives throughout the year. Some of these are:

I.    Computer vision-based particle sizing analysis on

Blast furnace conveyor belts for providing real-time insights on incoming coke and sinter materials before it is fed into the furnace for efficient BF operation.

II.    Sinter Green Mix Optimiser Model to provide recommendations on optimal green mix at lowest cost required to achieve desired sinter chemical properties.

III.    Integration of LIMS (Laboratory Integrated Management System) with Historian to display real-time data analysis to the process team.

IV.    Through the 'Smart Logistics Project', ESL has

successfully automated logistics processes, reduced both inbound and outbound vehicle turnaround time and freight rates reduction. The project was executed in two phases, incorporating functionalities like auto shipment and invoicing, RFID integration, and GPS tracking. Moving forward, ESL Steel aims to fully digitise its logistics operations for continued operational excellence.

In Iron & Steel sector

Coke:

Innovation:

Sesa Coke Gujarat team constructed a state-of-the-art small scale pilot coke oven facility at Bhachau location. The pilot oven has been ingeniously developed and constructed using refractory bricks to accurately simulate a commercial coke oven. This cutting-edge facility serves as a crucial asset enabling us to expand our coal basket and optimise blend costs. With rigorous testing and inclusion of novel coal varieties from across the world we could achieve zero % PHCC in manufacturing of LAM coke to cater various OEM and retail market demand.

Excellence:

Team at Sesa Coke has carefully re-scheduled sequencing of coke oven battery operation and optimised operating cycle hours. This has enabled the team to operate entire coke making process into reduced shift operation, which further enabled team to reduce 20% reduction in manpower and optimise conversion cost.

Care:

Team has successfully conducted trials by heating recommissioned coke ovens using bio diesel. This on-site testing trials were very encouraging and demonstrated a significant reduction in emissions, by around 70% as compared to HSD. This will further hold tremendous future potential in adopting greener and cleaner fuels and achieving cost advantages.

Value Added Business (''VAB'')

At VAB, our BF3 which is a modern Blast furnace used to operate at 580 Kg/THM with PCI rate of 160 Kg/THM. We had done modification in our system like increased tuyere diameter, modified chute length of BLT system, upgraded PCI system to inject higher PCI. This has resulted in achieving benchmark fuel rate of 550 Kg/THM with PCI rate of 170 Kg/ THM. All this modification is done in house with complete brainstorming, ideas generation, technical discussions and final implementation on site. For the same size of furnace, the industry benchmark is 540-550 Kg/THM and PCI rate of 170-180 Kg/THM. Further, we are planning to reduce it to 540 with 200 Kg/THM PCI.

In FACOR, we're advancing our operational efficiency through strategic technological integration:

•    We have implemented Waste Heat Recovery systems in our furnaces, that captures and repurposes discarded heat to pre-heat our coke. This not only conserves energy but also optimises the efficiency of our furnaces.

•    To minimise downtime and enhance equipment reliability, we have implemented Smart Predictive Maintenance systems. Utilising AI technology, these systems proactively identify potential equipment failures, enabling us to prevent breakdowns before they occur and significantly reduce maintenance-related delays.

•    We are also working on Machine Learning based techniques to refine our charge mix. This approach uses data-driven insights to determine the optimal combination of raw materials, ensuring we achieve better productivity along with our targeted KPIs with greater precision.

In Cairn, focus is to enhance production, improved operational efficiencies and reduced exposure to risk through R&D vertical.

•    In a pioneering step, Cairn has migrated its entire petro-technical data and computing to cloud platform.

Application of high-power cloud computing has fast

tracked timelines by ~30% in geophysical velocity modelling for exploration prospectivity of Rajasthan and by ~80% in seismic inversion for Bhagyam. Reduction of runtime has increased capability to run multiple iterations within stipulated timeline and help de-risk exploration studies.

•    Micro-seismic monitoring technology is being applied in Mangala field in Rajasthan for studying production and injection related responses in the field, which is providing valuable insights for the reservoir management. Microseismic can help in optimising injection strategies, maximising production and R&R, and ensuring safe and sustainable operations in

the field.

•    Advanced Full Waveform Inversion (''FWI'') technology

was evaluated in east coast offshore exploration block for improving subsurface seismic imaging and identifying hydrocarbon sweet spots. Additionally, this technology utilises efficient workflows, which cuts the timeline of processing significantly. With this encouraging Proof of Concept ("POC") result,

FWI technology is being tested on pilot area for implementation in Kg deepwater block.

•    Innovative fusion of two distinct technologies, Full Tensor Gradiometry ("FTG Gravity") and Reverse Time Migration (Seismic RTM Processing), for better imaging of exploration structures in difficult terrains of Assam. This integration approach harnesses the complementary strengths of FTG and RTM, and can improve seismic imaging and reduce exploration risk in geological complex thrust belts of Assam area

•    As part of digitalisation, we have embarked on the journey of implementing "Process Digital Twins" for real-time monitoring of our processing facilities and for implementing recommendations to increase operational efficiency, reduce fuel gas consumption by ~15% & reduce gas flaring by ~40%; thereby also translating to lower GHG emissions.

•    Cairn is actively working on tapping into the elaborate ecosystem of 1800+ Global Startups via the Vedanta Spark (Startup) initiative to pilot and subsequently scale-up unique technology deployments that are cost-effective and offer agile delivery. A few such projects include utilising drones for land surveys and asset inspections, cost-effective IIOT based sensorisation for equipment health monitoring, leveraging the power of Generative AI to mine knowledge from Well Completions reports, legal documents etc.

6. INVESTOR RELATIONS ("IR")

Vedanta prioritises fostering open communication and

active engagement with its investors. Vedanta has a

dynamic IR function that engages both domestic and

international shareholders, actively seeking their input.

This function is dedicated to not only meeting but exceeding global IR benchmarks. It is committed to articulating Vedanta’s distinctive investment proposition and its potential for value generation to the capital market community, ensuring the Company’s shares are valued fairly.

Increased Shareholder Engagement: Our IR team connects with shareholders via diverse channels such as personal meetings, conferences, and investor and analyst gatherings, conveying the Company’s strategic vision, potential risks, and opportunities, as well as new macroeconomic and company-specific developments. By doing so, we diminish information gaps and foster a favourable perception of Vedanta. Our engagement initiatives span 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, CFO, and business CXOs, earning high regard from shareholders and analysts alike.

Streamlining Shareholder Communication: Shareholders are encouraged to reach out to Vedanta anytime via the contact details provided on our website for any queries, concerns, inquiries, or feedback for the Company. Feedback and insights from our shareholders and analysts are swiftly relayed to the Board by the Chairman, the Independent Directors, the KMPs, the Head of Investor Relations, and the Company Secretary. This continuous dialogue empowers our board and senior management to deeply understand shareholder perspectives and address their concerns effectively.

Setting New Benchmarks in Shareholder Disclosures:

Vedanta has established exemplary reporting standards with comprehensive and transparent disclosures regarding the Company’s operational and financial performance. We pioneered our first Integrated Report in FY 2017-18 and have consistently published it since. The Integrated Report offers a visionary outlook, detailing how Vedanta’s strategy, governance, and performance culminate in 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 'Platinum Winner’ in the $10+ billion revenue category at the LACP Spotlight Awards for our FY 2022-23 Integrated Annual Report.

Commitment to Stakeholder Development: Vedanta remains steadfast in its dedication to holistic development and contributing positively to all stakeholders. Our reporting suite offer comprehensive insights into the ESG and investor-centric initiatives undertaken by Vedanta, benefiting

our employees, shareholders, investors, business partners, civil society, local communities, and the nation at large.

KEY INITIATIVES WITH RESPECT TO VARIOUS STAKEHOLDERS

The Company maintains its focus on all round development and contribution towards its stakeholders. The Integrated Report provides detailed information on the ESG and investor-focused key initiatives taken by the Company towards its employees, shareholders, investors, business partners, civil society, local community, and nation at large.

7. CORPORATE GOVERNANCE REPORT ON CORPORATE GOVERNANCE

The essence of Corporate Governance is about maintaining the right balance between economic, social, individual and community goals. Your Company is committed to maintaining the highest standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our colleagues anc other stakeholders.

The Company is focused on enhancement of long-term value creation for all stakeholders without compromising on integrity, societal obligations, environment and regulatory compliances. Our actions are governed by our values and principles, which are reinforced at all levels of the organisation. These principles have been and will continue tc be our guiding force in future.

As a Company with a strong sense of values and commitment, we believe that profitability must go hand in hand with a sense of responsibility towards all stakeholders. We believe Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. Our disclosures seek to attain the best practices in international corporate governance, and we constantly endeavour to enhance long-term shareholder value. Our Corporate Governance Report for FY 2023-24 forms part of this Annual Report.

DIRECTORATE, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders.

The Board, inter alia, reviews and guides corporate strategy, major plans of action, risk policy, annual budgets, acquisition and divestments. It also monitors the implementation and effectiveness of governance structures and driven by its guiding principles of Corporate Governance; the Board’s actions endeavor to work in best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement, and play a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

In line with the recommendation of SEBI and our relentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman with effect from 01 April 2020.

Directors

Appointments

•    During FY 2023-24, basis the recommendation of the NRC and approval of the Board, Mr. Arun Misra (DIN: 01835605) was inducted as an Executive Director of the Company with effect from 01 August 2023 to 31 May 2025. The same was approved by the shareholders of the Company through postal ballot resolution on 25 August 2023.

A brief profile of Mr. Arun Misra is as follows:

Arun Misra is also the CEO & Whole Time Director of Hindustan Zinc Limited ("HZL"), a subsidiary of the Company. He was appointed as Deputy CEO, HZL on 20 November 2019, and was elevated to CEO & WTD, HZL with effect from 01 August 2020.

Mr. Misra is the 1^st ever Indian Chairperson of the International Zinc Association. He is recently elected as Chairman of CII Rajasthan state council and previously served as the Vice Chairman. He is also the Vice President of the Indian Institute of Mineral Engineers. He was awarded 'CEO of the Year’ in the ‘Business Leader of the Year¹Â awards. He is also recognised in the 22^nd position of the Top 30 CEOs of India by Startup Lanes.

Detailed profile of Mr. Misra is provided in the earlier section of the Annual Report. This is in accordance with the Companies (Accounts) Amendment Rules, 2019 notified to hold effect from 01 December 2019.

Re-appointments

Pursuant to the recommendation of the NRC, the Board approved the below re-appointments during the year:

•    Ms. Padmini Sekhsaria (DIN: 00046486) (Independent Director) for a second and final term of 02 years effective from 05 February 2023 to 04 February 2025;

•    Mr. Dindayal Jalan (DIN: 00006882) (Independent Director) for a second and final term of 03 years effective from 01 April 2023 to 31 March 2026;

•    Ms. Priya Agarwal Hebbar (DIN: 05162177) (Non-Executive Director) for a further period of 05 years from 17 May 2023 to 16 May 2028; and

•    Mr. Navin Agarwal (DIN: 00006303) (WTD designated as Executive Vice-Chairman) for a further period of 05 years from 01 August 2023 to 31 July 2028.

The re-appointment of Ms. Padmini Sekhsaria and Mr. Dindayal Jalan was approved by the shareholders through postal ballot resolution on 28 April 2023, and the re-appointment of Ms. Priya Agarwal Hebbar and Mr. Navin Agarwal was approved by the shareholders in the AGM held on 12 July 2023.

Cessations

Mr. Sunil Duggal superannuated on completion of his tenure as the Whole-Time Director & CEO with effect from close of business hours on 31 July 2023.

Key Managerial Personnel Appointment/Cessations

Mr. Ajay Goel ceased to be Acting Group Chief Financial Officer of the Company with effect from close of business hours on 09 April 2023.

Further, basis the recommendation of Audit & Risk Management Committee and NRC and approval of Board,

Ms. Sonal Shrivastava was appointed as the Chief Financial Officer ("CFO") & KMP of the Company with effect from 01 June 2023.

Ms. Sonal tendered her resignation from the position of CFO & KMP of the Company with effect from close of business hours on 24 October 2023, due to some personal reasons.

Consequently, as part of Vedanta’s structured re-hiring program called "Gharwapsi" and basis recommendations of Audit & Risk Management Committee and NRC and approval of Board, Mr. Ajay Goel joined back the Company as the CFO & KMP of the Company with effect from 30 October 2023.

A brief profile of Mr. Ajay Goel is as follows:

Ajay Goel was appointed as the CFO of Vedanta on 30 October 2023. He joined the Company in March 2021 as Deputy CFO and assumed charge as Acting CFO in October 2021. Ajay brings rich multinational experience with global companies in FMCG and Industrial sectors namely GE,

Nestle, Coca Cola and Diageo. As CFO, Ajay is responsible for all aspects of finance, including corporate governance, treasury and funding, investors relations, Financial Planning & Analysis, Accounting and Consolidation, Secretarial, and Risk Management. He also drives business performance monitoring and reporting with a focus on benchmarking and analytics. Ajay is a national rank holder both as Chartered Accountant and Company Secretary and a commerce graduate from St. Xavier's College, Calcutta University.

Senior Management Personnel Appointments/Cessations

The Board, on the basis of the recommendation of the NRC, in its meeting held on 04 August 2023, appointed Mr. John Slaven, CEO - Aluminium Business, as the SMP of the Company with effect from 03 October 2023.

A brief profile of Mr. John Slaven is as follows:

Mr. John spearheads key initiatives towards unlocking the full potential of Aluminium Business to deliver 3 MTPA of integrated volume and being amongst the top 3 aluminium players in the world. He leads the overall strategy of the Aluminium Business, including development of strategic alliances to fast-track business delivery, as well as Marketing Strategies, ESG and Green Aluminium Strategy. Mr. John is a reputed global leader who brings 34 years of rich experience in metal & mining sector. He has worked across the entire aluminium value chain in exploration, growth projects, operations, sales, and marketing.

Detailed profile of Mr. John Slaven is provided in the earlier section of the Annual Report.

Further, the Board of Directors of the Company, on the recommendation of the NRC, approved the appointment of Mr. Nicholas John Robert Walker ("Nick"), Former CEO -Cairn Oil & Gas, as SMP in the meeting held on 27 January 2023. His designation had been changed and he ceased to be CEO - Cairn Oil & Gas with effect from 04 August 2023.

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 the Act, Mr. Anil Agarwal (DIN: 00010883), Non-Executive Chairman of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the NRC, Board recommends his re-appointment.

Details of re-appointment as required under Listing Regulations, are provided in the AGM Notice.

BOARD AND COMMITTEES

The Board of Directors is at the core of our corporate governance practice and oversees and ensures that the Management serves and protects the long-term interest of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture.

The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Committees focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. Each of the Committees has terms of reference under which authority is delegated by the Board. At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise.

BOARD EFFECTIVENESS Familiarisation Program for Board Members

Your Company has a structured programme for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarised with Company’s organisational and governance structure, governance philosophy/principles, code of conduct & key policies, Board’s way of working & procedures, formal information sharing protocol between the Board and the management, Directors’ roles and responsibilities and disclosure obligations.

The 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 of your Company is highly committed to ensure transparency in assessing the performance of Directors. Pursuant to the provisions of the Act and the Listing Regulations, the annual evaluation of the performance of the Board of Directors, its Committees, Chairman, ViceChairman, Directors, and the governance processes that support the Board’s work was conducted.

As a part of governance practice, the Company, had engaged a leading consultancy firm, to conduct the Board Evaluation Process which was facilitated by way of an online structured questionnaire ensuring transparency and independency of the management. The evaluation parameters and the process have been explained in the Corporate Governance Report.

Feedback Mechanism

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The Board was satisfied with overall performance & effectiveness of the Board, Committee and Individual Directors and appreciated Company’s ethical standards, transparency and progress on sustainability/ESG during the year. The Board Members also provided their inputs on the Board processes, areas of improvement and the matters for enhancing the overall effectiveness of the Board. It was noted that the Board as a whole is functioning as an effective and cohesive body.

BOARD DIVERSITY AND INCLUSION

Your Company believes that an organisation is a collective representation of people coming with individual differences in thoughts, personality, unique capabilities and talent that they bring to work. It is an understanding that each individual is unique, and a recognition of our individual differences, so that each and every one feels important, respected, and engaged

as we assimilate people with differences including but not limited to nationality, geography, ethnicity, gender or other ideologies. While we strongly appreciate diversity in all forms, achieving gender parity is a priority for the Company.

As part of building a diverse workforce, it is critical that membership of the Board includes a diverse mixture of skills, professional & industry backgrounds. A diverse Board will include and make good use of the differences in the skills, knowledge, industry experience, background, race, gender and other qualities of the individual members as a whole.

It will have a range of views, insights, perspectives, and opinions to improve its decision-making and benefit the Company’s stakeholders. In line with the aforementioned approach, the Company introduced the Diversity, Equity & Inclusion Policy in August 2023.

In view of the above, your Company has adopted the Board Diversity Policy and Diversity, Equity & Inclusion Policy that sets out its approach to diversity. The Policies can be accessed at www.vedantalimited.com.

Additional Details on 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 enumerates the criteria for assessment and appointment/re-appointment of Directors, KMP and SMP on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor.

The Policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation, diversity, evaluation and succession planning for cohesive leadership management.

With your Company continuing to comply with the Policy in true letter and spirit, the complete Policy is reproduced in full 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 Act, during FY 2023-24, 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 notified by Ministry of Corporate Affairs.

INDEPENDENT DIRECTORS' STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

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 ("MCA").

ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act 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 2024 is placed on the website of the Company and can be accessed at www.vedantalimited.com.

AUDI I REPORIS AND AUDIIORS

Audit Reports:

The Statutory Auditors have issued unmodified opinion on

the financial statements of the Company for the year ended

31 March 2024.

•    The Statutory Auditors’ report for FY 2023-24 does not contain any other 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 2023-24 does not contain any qualification, reservation, or adverse remark. The report in form MR-3 is enclosed as 'Annexure D' to the Directors’ Report. Further, in terms of Regulation 24(a) of Listing Regulations, the Secretarial Audit Report of BALCO, an unlisted material subsidiary of the Company is also enclosed as 'Annexure D-1' 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 the 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 or any such statutory authority forms part of the Corporate Governance Report.

Secretarial Auditors •    M/s Chandrasekaran Associates, Practicing Company • Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 Secretaries had been appointed by the Board to dated 08 February 2019, the Company has also conduct the secretarial audit of the Company for undertaken an audit for all applicable compliances FY 2023-24. as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance •    The Company had received a certificate confirming Report for FY 2023-24 has also been submitted to the their eligibility and consent to act as the Auditors. Stock Exchanges within the stipulated timeline. •    The Secretarial Audit Report for FY 2023-24 forms • The Secretarial Audit Report of its unlisted material part of this report and confirms that the Company subsidiary is annexed to this report. has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no • The Secretarial Auditors were also present at the last deviations or non-compliances. AGM of the Company. V J
Cost Auditors	Â	Internal Auditors
•    M/s Shome & 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 2023-24. •    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. V_J	Â	•    M/s KPMG had been appointed as the Internal Auditors of the Company for FY 2023-24 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. V )

 

Auditors:	Â
Â	Â
Â	Â
• M/s S.R. Batliboi & Co. LLP Chartered Accountants	Auditors’ Report are self-explanatory and do not call
(Firm Registration No. 301003E/E300005) had been	for any further comments.
appointed as the Statutory Auditors of the Company in	• The auditors have also furnished a declaration
the 56th AGM to hold office for a period of five (5) years to the conclusion of 61st AGM.	confirming their independence as well as their arm’s length relationship with the Company. The Audit & Risk
• The Auditors have confirmed that they are not	Management Committee reviews the independence
disqualified from being re-appointed as Statutory	and objectivity of the auditors and the effectiveness of
Auditors of the Company.	the audit process.
• The report of the Statutory Auditors along with notes	• The Statutory Auditors were present at the last AGM of
to financial statements is enclosed to this Report. The Notes on financial statements referred to in the	the Company.
V_	)

 

REPORTING OF FRAUD BY AUDITORS

During the reporting year, under Section 143(12) of Act, 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 meticulously plans, executes, and monitors all legal activities, providing essential support for the Company's strategic objectives.

The function is dedicated to protecting the Company's interests and ensuring seamless operations in a dynamic environment. By ensuring comprehensive 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, litigation, and

adherence to competition laws, business ethics, and governance standards.

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 crossfunctional 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.

8. OTHER DISCLOSURES RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions ("RPT") ("RPT Policy") formulated in line with the provisions of the the Act and Listing Regulations. The Company has voluntarily adopted a stricter policy as against the legal requirements. The Policy may be accessed at www.vedantalimited.com.

The 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 detailed landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit & Risk Management Committee. Also, a Standard Operating Procedures has been formulated to identify and monitor all such transactions.

During FY 2023-24, 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 Corporate Governance Report 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.

During the year, the materially significant RPTs pursuant to the provisions of Listing Regulations had been duly approved by the shareholders of the Company in the 58^th AGM held on 12 July 2023. Further, there have been 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 2024 is provided below:

Particulars	Amount (?)
Authorised Share Capital	74,12,01,00,000
Paid-Up Share Capital	3,71,75,04,871
Listed Share Capital	3,71,72,06,239
Shares under Abeyance pending allotment	2,98,632*

•    During the year, the Company allotted 7,200 equity shares from the abeyance category and subsequently listed. As on 31 March 2024, out of the total paid up capital of 3,71,75,04,871 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 has been provided on the Company’s website and can be accessed at www.vedantalimited.com.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

Your Company has 48 subsidiaries (20 direct and 28 indirect) as at 31 March 2024, as disclosed in the notes to accounts.

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

•    Hindmetal Exploration Services Private Limited incorporated on 26 February 2024.

•    The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023 respectively to sanction the scheme of amalgamation of Sterlite Ports Limited ("SPL"), Paradip Multi Cargo Berth Private Limited ("PMCB"), Maritime Ventures Private Limited ("MVPL"),

Goa Sea Port Private Limited ("GSPPL"), wholly-owned subsidiaries/step down subsidiaries of Sesa Resources Limited ("SRL"), with Sesa Mining Corporation Limited ("SMCL"). MCA statutory filing has completed on 18 January 2024 which is the effective date of merger.

•    Meenakshi Energy Limited has been acquired on

27 December 2023 under the liquidation proceedings of IBC, 2016.

•    Copper Mines of Tasmania ("CMT"), wholly-owned subsidiary of Vedanta Limited through intermediate holding company, Monte Cello B.V. ("MCBV") was sold on 17 November 2023.

•    Vedanta Copper International VCI Company Limited incorporated on 14 November 2023.

•    Vedanta Iron and Steel Limited incorporated on 10 October 2023.

•    Vedanta Base Metals Limited incorporated on 09 October 2023.

•    Vedanta Aluminium Metal Limited incorporated on 06 October 2023.

•    Sesa Iron and Steel Limited incorporated on 06 September 2023.

•    Vedanta Displays Limited and Vedanta Semiconductors Private Limited have been acquired on 27 July

2023 from Twin Star Technologies Ltd via Share Purchase Agreement.

As at 31 March 2024, the Company has 06 associate companies and joint ventures.

Associate Companies and Joint Ventures:

•    Gaurav Overseas Private Limited

•    RoshSkor Township (Pty) Ltd

•    Goa Maritime Private Limited

•    Madanpur South Coal Company Limited

•    Rosh Pinah Health Care (Proprietary) Limited

•    Gergarub Exploration and Mining (Pty) Limited

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.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of 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 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

The 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 Material Unlisted Indian 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 Regulation 16(1)(c) of the Listing Regulations, your Company has the following material subsidiary companies during FY 2023-24:

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

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

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

Further, SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, requires additional details to be provided for material subsidiaries. The details are as follows:

Particulars	Material Subsidiary
	HZL	CIHL	BALCO
Date of Incorporation	10 January 1966	02 August 2006	27 November 1965
Place of Incorporation	Udaipur	Jersey	New Delhi
Name of Statutory	S.R. Batliboi &	MHA	S.R. Batliboi &
Auditors	Co. LLP	MacIntyre Hudson	Co. LLP
Date of appointment of	09 August	10 March	17 September
Statutory Auditors	2021	2021	2021

In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of unlisted material subsidiary was applicable on CIHL and BALCO.

In compliance with the above requirement, Mr. Dindayal Jalan, Independent Director of the Company, had been appointed as Director of CIHL effective 30 November 2021. Also, Mr. Jalan is already on the Board of BALCO since 2020.

The Company is in compliance with the applicable requirements of the Listing Regulations for its subsidiary companies during FY 2023-24.

Further, the details with respect to outstanding listed NCDs as on 31 March 2024 have been detailed in the Corporate Governance Report.

 

DEBENTURES

During FY 2023-24, your Company has raised ' 5,900 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:

Security Description	Date of Allotment	No. of NCDs	Total Amount (in ' Crore)	Tenor	Maturity Date
Secured Unrated Unlisted Redeemable NCDs	27 September 2023	2,50,000	2,500	01 year 06 months	27 March 2025
Secured Unrated Unlisted Redeemable NCDs	21 December 2023	3,40,000	3,400	01 year 06 months	21 June 2025

 

COMMERCIAL PAPERS

The Commercial Papers ("CPs") issued by the Company which were listed on National Stock Exchange of India Limited have been duly redeemed during the year.

As on 31 March 2024, there are no outstanding CPs.

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' with HDFC Bank Limited. The details of shares lying in the unclaimed suspense account are provided below:

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 2023-24 on shares already transferred to IEPF
Financial Year	Type of Dividend	Date of Declaration	Amount transferred to IEPF (in ')	Date of transfer to IEPF
2023-24	Interim Dividend (1st)	22 May 2023	8,15,36,455.07	12 June 2023
2023-24	Interim Dividend (2nd)	18 December 2023	4,86,69,693.09	10 January 2024
Total	Â	Â	13,02,06,148.16	Â

Description	No. of shareholders	No. of Equity shares of ' 1/- each
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	451	4,59,616
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;	06	12,688
Number of shareholders to whom shares were transferred from suspense account during the year;	Â	Â
Number of shares transferred to Investor Education and Protection Fund ("IEPF") account pursuant to IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with Amendment Rules, 2017	78	42,053
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	367	4,04,875

 

Dividend and other amounts transferred/credited to IEPF during 2023-24

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	Date of Declaration	Amount transferred to IEPF (in ')	Date of transfer to IEPF
2015-16	Final Dividend	21 July 2016	31,99,635	12 September 2023
2016-17	Interim Dividend	28 October 2016	1,66,08,143	20 December 2023
Total	Â	Â	1,98,07,778	Â

*In addition to the above transfers, an amount of ' 10,000 pertaining to Unpaid Matured Deposits and interest accrued thereon has been identified and transferred to IEPF during the year.

 

Shares transferred/credited to IEPF during FY 2023-24

During the year, the Company transferred 2,69,268 equity shares of ' 1/- each held by 886 shareholders to IEPF.

The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 12 July 2023 (the date of last AGM) on the website of the Company at www.vedantalimited.com. Further, the details of equity shares transferred are also made 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 2024-25

The dates on which unclaimed dividend and their corresponding shares would become due to be transferred to IEPF during FY 2024-25 are provided below:

 

Dividend due to be transferred to IEPF during FY 2024-25
Particulars	Date of Declaration	Date of completion of seven years	Due date for transfer to IEPF	Amount as on 31 March 2024 (in ')
2nd Interim Dividend 2016-17	30 March 2017	04 May 2024	03 June 2024	17,48,02,651.60
Total				17,48,02,651.60

 

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Act, 2013 and 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 IEPF 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 128 investor claims have been released from IEPF till 31 March 2024 aggregating to 1,87,588 shares.

Ms. Prerna Halwasiya, Company Secretary & Compliance Officer of the Company is designated as the 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 Reserves out of its total profit of ' 6,623 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 Statments forming part of this Annual Report).

FIXED DEPOSITS

As on 31 March 2024, 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 between the end of the financial year of the Company to which the financial statements relate and 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

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, are provided below:

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 has filed a review petition against the order passed by the Hon’ble Supreme Court and the listing of the same is awaited.

CHANGE IN NATURE OF BUSINESS OF COMPANY

There is no change in the nature of business of the 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 2023-24.

9.    AWARDS AND RECOGNITION

In a bid to maintain its persistent quest for steady growth and continued excellence, the Company continues to ensure its commitment towards maintaining the highest standards of corporate governance and sustainable practices. As a recognition for its impactful innovations and focused drive to achieve best-in-class operations, the Company has secured a multitude of accolades at various forums while acquiring plaudits as the recipient of numerous prestigious awards for demonstrating its business ethos.

These embellishments to Vedanta’s cognizant candidature deliver a testament to the progress made by the Company and honour its diligent efforts towards delivering value for the welfare of all stakeholders and the society as a whole.

The Company further strives to lead the path with continuous disciplined improvements in its business practices.

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

10.    DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 of the Act, the Directors subscribe to the "Directors' Responsibility Statement" and

to the best of their knowledge and ability, hereby confirm 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 2024 and of the profit and loss of the Company for that period;

(c)    they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act 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.

11. ACKNOWLEDGEMENTS AND APPRECIATION

At Vedanta, our business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission of carving our niche as the leading global natural resource Company. The professionally equipped and technically sound management has set progressive policies and objectives, follows best global practices, all with a plausible vision to take the Company ahead to the next level.

Having received external reassurance in all our commitments over the years, the directors take this opportunity to place on record, their sincere appreciation for the central and state government authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders, and investors forming part of the Vedanta family for their sustained support, admirable assistance and endless encouragement extended to the group at all levels.

We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company.

We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world.

For and on behalf of the Board of Directors

Anil Agarwal

Non-Executive Chairman DIN: 00010883 Place: London Date: 25 April 2024

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Mar 31, 2021

DEAR MEMBERS,

Your Directors take pleasure in presenting the 4^th Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the Annual Standalone as well as Consolidated Financial Statements for the financial year ended March 31, 2021 of Vedanta Limited (''Company’).

KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS

Company Overview

Vedanta Limited, a subsidiary of Vedanta Resources Limited, is one of the world’s largest suppliers of natural resources, with primary operations in Oil & Gas, Zinc, Lead, Silver, Copper, Iron Ore, Steel, and Aluminium & Power across India, South Africa, Namibia, and Australia. The Company’s strategic capabilities and alliances are singularly focused on creating and preserving value for its esteemed clients and the wider stakeholder fraternity. The Company is among the top private sector contributors to the exchequer with contribution of 34,500 crores in FY 2021.

Vedanta is committed to delivering sustainable and responsible growth, and are committed to sustainability in mining practices, health & safety practices, wellbeing of employees and development of the local communities. The Company has been conferred the CII - ITC Sustainability Awards, Bhamashah Award and certified as FIVE-S Workplace Management System. Vedanta Limited is listed on the BSE Limited and the National Stock Exchange of India Limited and has American Depository Shares (ADS) listed on the New York Stock Exchange.

COVID Strategy

The COVID-19 pandemic is an unprecedented humanitarian and economic crisis. Our metal and mining industry has sought to respond quickly to protect the health of its employees and its communities. These steps are in response to (and often ahead of) emergency measures and lockdowns implemented by governments across the world to control the spread of the pandemic.

During these testing times our priority is to ensure the health and safety of our employees, contractors, and stakeholders, while ensuring the business continuity to the extent possible. At Group level, we have formulated various controls to prevent the spread of infection and thereby maintaining business continuity. We have formalised a Group level COVID task force spearheaded by Ms. Priya Agarwal (Non-Executive Director), Group HSE Head, Comm. Head, HR head, CMO and CEO Nand Ghar. There are business COVID taskforce formalised from diverse departments whose tasks is to implement strong controls and SOPs/protocols, audit the respective units to ensure complete compliance to COVID protocols to prevent the spread of the infection and to monitor and report the proceedings to the business CEO and Group task force.

Even with temporary disruptions we continue building on our strengths and commitment to operational excellence.

Company Performance

Vedanta has a portfolio of world-class, low-cost, scalable assets that consistently generate strong profitability and deliver robust cash flows. We continue to consolidate our position as one of the largest diversified natural resources businesses in the world. We are positioned in the commodities market that have a growing demand in one of the largest and fastest growing economy in the world with a key focus on operational delivery. Asset planning, operational excellence, cost control, productivity enhancement, improvement in realisation, risk mitigation coupled with increasing use of technology, more innovation and digitisation has helped us to enhance the delivery from our assets. Our key priority is to focus on ethics, governance, and social licence to operate, while we continue our journey towards zero harm, zero waste and zero discharge.

The year gone by was challenging, with tremendous uncertainties in the macro environment with the advent of novel coronavirus (COVID-19). However, we were quick to adapt to the emerging realties, backed by the relentless support of our dynamic workforce.

In FY 2021, we saw us achieving some of our best quarters for our three large businesses: zinc, oil & gas, and aluminium. In FY 2021, we were able to sustain our low-cost advantage in aluminium by engaging structural measures. While we have optimised our coal and bauxite source mix, we also continued our journey towards improving on operational efficiencies and debottlenecking our assets for improved capacity utilisation. For Zinc India operations, we completed 1.2 MnT mined metal project activities and sustained production post-transition to a fully underground mining company. We are also achieving strong momentum in silver production and aim to be among the top 3 producers of silver, globally. For Zinc International, our performance ramp-up continues, achieving highest ever production till date at Gamsberg, along with sustained cost reduction. In Oil & Gas we continued delivering on growth projects such as the commissioning of the new gas facility, ramp up of polymer injection, and upgradation of the liquid handing capacity.

As we look forward to the year ahead, we are operationally well positioned to deliver. In Oil & Gas, we are the largest private sector producer of crude oil in India and rank among the world’s lowest cost producer with a pipeline of assets in production, development, and exploration. In Zinc, we are the world’s largest fully integrated zinc-lead producer. In terms of Aluminium, we are India’s largest primary aluminium producer supported by our own captive power generation. We performed exceedingly well on key environmental, social and governance (ESG) aspects during the year. This is validated by our ranking in the Dow Jones Sustainability Index, which improved nine places to 12^th globally in our industry.

Key events during the year Delisting

With respect to the voluntary delisting offer of equity shares of the Company from BSE Limited and National Stock Exchange of India Limited made by Vedanta Resources Limited (''VRL’), one of the members of the promoter and promoter group of the Company, the total number of Offer Shares validly tendered by the Public Shareholders in the Delisting Offer was less than the minimum number of Offer Shares required to be accepted by the Acquirers in order for the Delisting Offer to be successful in terms of Regulation 17(1)(a) of the Delisting Regulations. Thus, the Delisting Offer is deemed to have failed in terms of Regulation 19(1) of the Delisting Regulations.

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

Voluntary Open Offer

Pursuant to the Voluntary Open Offer made by Vedanta Resources Limited ("Acquirer") together with Twin Star Holdings Limited, Vedanta Holdings Mauritius Limited and Vedanta Holdings Mauritius II Limited, as persons acting in concert with the Acquirer (" PACs"), to the public shareholders of the Company during the year, in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirer and PACs have acquired 374,231,161 equity shares of the Company representing 10.07% of fully diluted voting share capital, thereby increasing acquirer’s indirect shareholding in the Company from 55.1% to 65.18%.

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

Acquisition

Vedanta Limited acquired the control over Ferro Alloys Corporation Limited (FACOR), with effect from the closing date, i.e. September 21,2020, in accordance with the terms of Approved Resolution Plan and as replaced by a new board of directors constituted with adequate representation of the persons appointed by Vedanta Limited and independent directors in compliance with applicable laws. Vedanta Limited holds 100% shareholding in FACOR.

In March 2021, the Company participated and was declared as the successful bidder in the Liquidation process for Sale of Assets of Bhachau and Khambhalia coke manufacturing units of Gujarat NRE Coke Limited, which was under liquidation under Bankruptcy Code. The total capacity of Bhachau and Khambalia plants is 594 KTPA and 358 KTPA respectively. The acquisition will complement our existing Iron Ore business via backward integration through provision of the Met Coke Requirement to our existing facilities.

Projects and Expansion Plan

Projects are key driving factor of our Group as our aspirations for growth are very different from any of the peers globally. In HZL, we have successfully completed the development of North Decline (ND1) at Rampura Agucha mine. This marked the completion of most awaited shaft integration and liberated RA shaft from statutory compliance of secondary outlet. This improves the accessibility of shaft section, alternate emergency evacuation, ease in mine equipment deployment at lower levels of mine, face charging with emulsion explosives, face drilling with long feed jumbo, etc. Also 650 kW ventilation fan was installed and commissioned at SK Mine with an objective to improve ventilation in underground by 100 Cum/sec in SKA6 lens. All major projects envisaged for 1.25 mtpa MIC have been commissioned (except RD). Order placed for detail feasibility study for expansion of zinc & lead smelting capacity.

In VZI, the Gamsberg mine and processing facilities are stabilizing, which will set the stage for Gamsberg Phase 2 expansion. This expansion which would see a double in the production capacity. A smelter enhancement to the Black Mountain Complex (BMC) operations would allow for refining our concentrate product to produce metal. In Cairn, we are still focussed on the journey to produce India’s 50% Oil & Gas production. GAS volumes are up in Q4 and further ramping up as project is fully commissioned now. The seismic acquisition programme and satellite-based prospecting has commenced in Open Acreage Licensing Policy (OALP). In Aluminium, Lanjigarh expansion is the key expansion project and coal block execution will be critical to deliver more value from this sector.

We are set to deliver tremendous value to all our stakeholders once we successfully execute these projects of across the group.

Dividend Distribution Policy and Dividend

In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy 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.

With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Attaining steady operational performance and a harmonised market environment in continuation of the historical trends helped us to reaffirm the realisation of competent numbers for FY 2021.

The Company has declared interim dividend during the year in compliance with the Dividend Distribution Policy:
Particulars	FY 2020-21
Interim Dividend	1st
Record Date	October 31, 2020
Date of Declaration	October 24, 2020
Rate of Dividend per share (Face Value of '' 1 per share)	'' 9.50
%	950
Total Payout ('' in crores)	'' 3,531.63

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 1, 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 Directors do not recommend any final dividend for financial year ended March 31, 2021.

Credit Rating

Your Company is rated by CRISIL and India Rating and Research Private Limited on its various debt instruments. The details of ratings provided by the agencies is stipulated in the Corporate Governance Report.

Economic Responsibility

Vedanta strives to be a responsible corporate citizen and to make a positive contribution to the communities in which we operate. Payment to exchequer viz. taxes, royalty, dividend etc. is a vital part of our contribution to national economies and people’s lives. Vedanta supports the principles of greater transparency that increases understanding of tax systems and build public trust.

With these values being ingrained in Vedanta’s DNA, we are proud to share that we have contributed

34,500 crores to the public exchequer of the various countries where we operate.

Your Company publishes Tax Transparency Report which provides an overview of the tax strategy, governance and tax contributions made by the Company.

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

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

Environmental, Social and Governance (ESG) Approach

Driven by the sincere approach to achieve larger good, at Vedanta, our Environmental, Social and Governance (ESG) priorities are well-aligned to our enterprise goals and towards this end, we continue to work with a target-based strategy focused on fostering an inclusive and sustainable future for all.

Our ESG vision is strongly driven by the growing need to address the expectations of our stakeholders while delivering resilient business performance. As a responsible corporate citizen, we are attuned to both local and global expectations and endeavour to contribute to the fulfilment of UN Sustainable Development Goals (SDGs) and global frameworks such as ICMM and IFC performance standards. The Vedanta Sustainability Framework (VSF) as elucidated below provides the cornerstone to our ESG approach.

Each pillar of our ESG vision is elaborated below for further insights into the Company practices.

Environment

With the key objective of "Zero Harm, Zero Waste and Zero Discharge” across all our operations, we continue to manage our environmental impact through associated programmes on water management, energy and climate change, carbon footprint reduction, solid waste management with recycling of our high-volume-low-effect wastes such as fly ash, tailings dam management, GHG emissions intensity reduction, and biodiversity. We strive to set ourselves with aggressive targets believing that our sustainable future depends on responsible and eco-friendly operations.

Social

Guided by our aspirational goals, our priority areas towards social development remain to become a developer of choice in our areas of operations. We have defined a social performance framework to secure our social licence to operate assessing the maturity of our business in the context and driving community activities across multiple spheres such as child education, combating malnutrition, medical infrastructure development, women empowerment, and sports engagement, among others.

Our community development programmes are designed and developed to suit the requirements of our immediate communities and country at large with specific emphasis on criticalities. While we embark on the journey to improve skilling, set up Nand Ghars and cater to larger people needs through our CSR pillars, we are also focused to ensure that we create a positive relationship with the communities about our operations and aim to have all our stakeholders as champions of our responsible practices.

Governance

As a pre-requisite for protecting shareholder value as well as delivering sustainable growth, good corporate governance underpins the delivery of our strategic objectives and the outcomes produced thereafter.

Our governance philosophy with prudent and robust risk management frameworks; internal controls; and strong functional processes; stems from our core values of Trust, Integrity, Care, Entrepreneurship, Innovation, Respect, and Excellence. By overseeing the business conduct with strict adherence to responsibility and ethics, the entire structure, cascading from the Board of Directors and Sustainability Committee at the top, supported by policies and frameworks, enhances the prosperity, long-term viability, and sustainability of the Company.

Thus, as the world renews its consensus around the crucial role of ESG factors in assessment of all forms of businesses, we believe that our ESG approach is certain to reap meaningful returns over time.

Sustainability and Business Responsibility Report

Sustainable Development is integral to Vedanta’s core business strategy. We continue to be a transparent and responsible corporate citizen; committed to a ''social license to operate’ and partner with communities, local governments and academic institutions to help catalyse socio-economic development in the areas where we operate.

The Company reaffirms its core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, which are the basis of our Sustainable Development Model.

The model continues to be centreed on the four strategic pillars: Responsible Stewardship; Building Strong Relationships; Adding and Sharing Value; and Strategic Communications.

planned programmes and reached out to communities across India to fulfill their immediate needs in terms of meals, dry ration, preventive health care etc. The year 2020-21 brought lot of laurels in the hats of Vedanta Group. The group companies have been recognised for Socio-economic impact it has created in the communities through its large-scale CSR Program, receiving of more than 16 National and International awards is a testimony to that. Companies won CII ITC Sustainability Award, IHW Council Health Impact Award, Grant Thornton SABERA Award 2020, ICC Social Impact award 2021 to name a few.

For almost all our programmes, a bottom-up community engagement approach is non-negotiable. This collaborative approach ensures community ownership, suitable project design, effective delivery and post project sustainability.

Our development initiatives are governed by the needs of the communities where we operate. Needs assessment studies form the basis of the course of action undertaken by the BU CSR teams. These actions

- enable us to create a positive social impact where we operate. All our community development programmes

- are governed by the Vedanta CSR Policy, and Corporate Technical Standards that are part of the Vedanta

- Sustainability Framework. Further, to benefit from diverse perspectives, and in keeping with a culture of collective

- leadership, Vedanta has formed a Group CSR ManCom

- and Group CSR EXCO.

Vedanta has a strong Board CSR Committee including senior Independent Directors. The Committee provides strategic direction for CSR programmes, and approves its plans and budgets. It also reviews progress and guides the CSR teams towards running well-governed and impactful community programmes.

A separate detailed report on Company’s Sustainability Development also forms part of the Annual Report.

Recognising sustainable development as a core requirement to strategically improve the value of our business, the Board of Directors constituted a Sustainability Committee effective April 01, 2019 to provide oversight and assistance in building an approach towards sustainability which mirrors our prevailing business ethos of achieving excellence through continuous improvement in our processes and outcomes, while also benchmarking ourselves against

As per SEBI directives on Integrated Reporting (IR), the Company has followed the 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 provided the requisite mapping of principles between the Integrated Report, the Global Reporting Initiative (''GRI’) and the Business Responsibility Report (BRR). Hence, a separate BRR is not being published by the Company this year. The Sustainability Report of the Company can be accessed at www.vedantalimited.com.

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)
Particulars	Year ended 31 March, 2021	Year ended 31 March, 2020
Expenditure in foreign currency	1,251	1,357
Earnings in foreign currency	17,706	16,462
CIF Value of Imports	16,447	13,512

Corporate Social Responsibility

The year 2020-21 posed an immense challenge in front of the entire Humanity, a new virus emerged and ensured that all things which are otherwise considered normal; comes to a standstill. COVID -19 has affected all spheres of life in the country and the world at large. Despite of all difficulties, Vedanta committed itself to the

Details of the composition of the committee, its terms and reference and the meetings held during FY 2021 is elucidated in the Corporate Governance Report.

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.

An overview of CSR initiatives is provided in earlier section of this Annual Report and report on CSR activities for FY 2020-21 as per Section 135 of Companies Act, 2013 and rules made thereunder forms part of this Directors Report and is annexed hereto as Annexure B. The policy may be viewed at www.vedantalimited.com.

Vedanta''s Efforts to Combat COVID-19 Pandemic

Vedanta, which has been at the forefront of the battle to combat the COVID-19 pandemic, has reached out to communities across 9 states in India to provide them with preventive healthcare and distribute free meals. As part of the Meals for Free programme, the Company has so far provided ~11.46 lakhs meals to daily wage earners across the country. In addition, dry packet rations have been provided to more than 13,500 families from the marginalised sections of the society. On their part, the business units have also distributed more than 49,650 dry ration packets to the local communities.

Vedanta has pledged 10 lakh meals to daily wage earners, and has set up a '' 100 crores corpus for daily workers, preventive healthcare and welfare of employees and contract partners. The Company has also contributed '' 101 crores to PM-CARES Fund to join forces with the government in fighting the pandemic.

Keeping in mind the poor condition of stray animals, the Company has fed more than 50,000 stray animals every day. The Company has so far provided more than 12.70 lakhs feedings to stray animals in Delhi, Mumbai and Patna.

In a bid to strengthen preventive healthcare, Vedanta has distributed more than 4.5 lakhs masks. The Company has handed over another 2 lakhs N95 masks to the Ministry of Health and Family Welfare. So far, the Company has provided more than 26,000 surgical masks and 75,000 surgical gloves to district hospitals across the country.

Vedanta has also collaborated with the Ministry of Textiles to import 23 machines for indigenously Personal Protective Equipment (PPEs). The imported machines, which are now operational, able to produce 50,000 PPEs per day. The Company has distributed more than 1 lakhs soaps and sanitisers across communities.

BALCO Hospital has set up isolation wards. A 100-bed hospital has been commissioned at Korba in Chhattisgarh. Jharsuguda unit supported District Administration for District Covid Hospital by providing 110 bedded hospital including 10 ICUs, 10 ventilators etc. The Cairn Centre of Excellence (CCoE) in Jodhpur has been handed over to district administration as a quarantine facility with a 120-bed capacity, with meals provided three times a day for 150 people. More than 10 mobile health vans have been made available to district administration for use as ambulances and for distribution of essential commodities by Business Units and Nand Ghars.

More than 1,100 women SHG members were engaged in the stitching of masks and distributing same among

communities. They also contributed more than 10 ton grains to grain banks created for supporting needy families during lockdown. As an act of solidarity with the state governments, Vedanta has contributed '' 32.3 crores to different State’s Chief Minister Relief fund COVID-19 Mitigation Fund. Your Company has also procured PPE kits for the Government of Odisha and also arranged food packets, sanitiser kits to migrant workers travelling back to their home states.

Employees have donated one day’s salary, which was contributed by the Company for the relief funds. Vedanta, in collaboration with Apollo Hospitals, has established a 24x7 general helpline for the employees to ensure timely healthcare advice during the lockdown. The services are open for all employees and their families.

Digitalisation initiatives - CSR

Vedanta is committed towards bringing innovation & creating shared values by managing our stakeholders through different community development initiatives in various thematic areas and automation in CSR Governance. It has developed first of its kind (in-house) application - called NIVAARAN for CSR function to manage the community request, needs or grievances and address them on time across Vedanta. Besides this, an in-house, Power BI application was launched across Vedanta in 2020 - CSR DISHA App to monitor the CSR projects of Vedanta across all BUs.

COVID-19 led to the disruption of education for millions of children. eKaksha - in collaboration with the Government of Rajasthan was launched to provide subject and chapter wise learning videos to all students free of cost. One of the biggest engagements was the virtual 5^th Cairn Pink City Half Marathon 2020, involving over 40,000 participants from 23 countries, earning a special place as India’s biggest virtual marathon in the Book of Records, UK.

Impact Assessment

The Vedanta Group has been at the very forefront of India’s battle to combat COVID-19, and has made substantial commitments across key regions, communities and markets the group operates various businesses in. A study was carried out through Weber Shandwick to assess and benchmark key initiatives the Group has undertaken to combat COVID-19 pandemic across nine states in India, covering more than 600 respondents across different categories of stakeholders.

¦ Most respondents (~90 %) are happy with the Group’s COVID-19 initiatives.

¦ 93% of the respondents have rated highly on the quality of assistance provided by the group.

¦ The reach and efficacy of most initiatives have been rated highly, with distribution of masks and engaging rural SHG women initiatives leading with almost 59% respondents giving an ''exceptional’ rating to the same.

The rural beneficiary community has responded well; and is largely happy with most initiatives.

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 matters even beyond remuneration.

¦ A board charter appoints and sets our 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 on the basis of performance, potential and criticality in-order to provide a competitive advantage in the industry.

¦ The Total Reward Philosophy at Vedanta is built on the core objective of driving ''Pay for Performance’ culture. The appropriate mix of components of the Executive Compensation aim to drive the short as well as long-term interests of the Company and its shareholders through strong emphasis on operational / financial fundamentals, social license to operate and business sustainability, strategic objectives of resource and reserve creation and wealth creation for stakeholders.

¦ Timely risk assessment of compensation practices is done in addition to review of all components

of compensation for consistency with stated compensation philosophy:

- Financial analysis & simulation of the longterm 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

People and Culture

Your Company has always aspired to build a culture that demonstrates world-class standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees with a safe and healthy work environment.

An 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.

It provides a much better line-of-sight to all the employees.

Your Company has established a share incentive schemes viz. ''Vedanta Limited Employee Stock Option Scheme 2016’ ("the Scheme”). The Scheme was framed with a view to reward employees for their contribution in successful operation of the Company with wealth creation opportunities, 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 December 12, 2016.

On March 31, 2021, the Nomination & Remuneration Committee approved the grant of Employee Stock Options 2020 to Vedanta employees covering 38% of eligible population. In-order to align the scheme with the best-inclass 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 2020 plan has undergone significant transformation.

The grant under the ESOS 2020 is completely driven by Business and Individual performance.

The new design has made our scheme even more robust with an objective to place greater prominance on superior individual performance thereby recognise high performing talent while keeping them accountable for business delivery. It has been ensured that the scheme fulfills its motive of wealth creation for employees to fulfill their financial goals and gives them the sense of ownership.

To give prime importance to business delivery, ESG and Carbon footprint have been added as 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’, multiplier based on fatalities 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. The details of the trustees are provided can be accessed at www.vedantalimited.com.

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

During the year, the acquisition by the trust does not exceeded 2% of the paid-up capital of the Company. Further, the total acquisition by trust at no time exceeded 5% of the paid-up equity capital of the Company.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014 ("Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on March 31, 2021 is available on the website of the Company at www.vedantalimited.com.

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

A certificate from M/s SR Batliboi & Co. LLP, Chartered Accountants, Statutory 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 same is available for inspection by Members through Electronic Mode.

Managerial Remuneration, Employee Information and Related Disclosures

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2020-21 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 is appended as Annexure C to the Report.

In terms of 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 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

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 last few years we have matured many of our reward practices as an attempt to continue to raise the bar.

¦ The composition of Nomination and Remuneration Committee (NRC) is in compliance with the Listing Regulations and majority of the members are

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

¦ Voice of the employee: We ensure the involvement of bright minds from diverse functions in the organisation and well-known external partners in designing and driving the major incentive schemes in the organisation. Our policies are transparent and informed to employees in a timely manner confirming that the employees have a say in all our practices.

We continue to corroborate the Internal Pay Equity Principles, sustained attention to equity grant practices and maintain checks & balances to confirm that the practices are legally and ethically compliant with International, national and state/regional laws.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination.

This includes discrimination on any basis, including gender, as well as any form of sexual harassment.

During the period under review, three complaints were received and resolved. Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

Risk Management

The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation. The effective management of risk is critical to support the delivery of the Group’s strategic objectives.

Risk management is embedded in the organisation’s processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report.

With effect from June 6, 2020, the Risk Management Committee has been consolidated with the Audit Committee comprising of only Independent Directors ensuring robust risk management systems in place with valued feedback of Independent Directors being on the Committee.

Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Audit & Risk Management Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by approval of remedial actions, where appropriate. The Committee is in turn supported by the Group Risk Management Committee which helps the Audit & Risk Management Committee in evaluating the design and operating effectiveness of the risk mitigation programme and the control systems.

Major risks identified by businesses and functions are systematically addressed through mitigating actions.

Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

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

For a detailed risk analysis, you may like to refer to the risk section in the Management Discussion and Analysis Report which forms part of this Annual Report.

Cyber Security

The Group has a structured framework for cyber security. Each of the Business Units has a CIO (Chief Information Officer) with suitable experience in Information / Cyber security. Every year, cyber security review is carried out by IT experts (belonging to IT practices of Big-4 firms). Vulnerability Assessment and Penetration Testing (VAPT) review is also carried out by cyber experts. This practice has been in place for several years now and has helped in strengthening the cyber security environment in the group. At the same time, the external environment on cyber security is continuously evolving. The respective CIOs are responsible for ensuring appropriate controls are in place to address the emerging cyber risks.

Internal Financial Controls

Your Board has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable

financial information. In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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 Audit & Risk Management Committee 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 Audit & Risk Management Committee. 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, focusing 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 Audit & Risk Management Committee.

The Company is also required to comply with the Sarbanes Oxley Act Sec 404, which pertains to Internal Controls over Financial Reporting (ICOFR). Through the SOX 404 compliance programme, which is aligned to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, the Audit & Risk Management Committee and the Board also gains assurance from the management on the adequacy and effectiveness of 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 SOX 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.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit & Risk Management Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Vigil Mechanism

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle-Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated e-mail IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistleblower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company’s Audit & Risk Management Committee. The details of this

process are also provided in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company’s website at www.vedantalimited.com.

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.

INNOVATION, DIGITALISATION AND TECHNOLOGY

Innovation, Digitalisation & Technology

As Vedanta looks to continue to build on its strategic vision - the Group and senior leadership have crafted an aggressive plan to instill Digital innovation in all aspects of the business. It is the group’s ambition to leverage cutting edge technology and partners to drive best in class operations and sustainability. In this connection - your Company has greenlit multiple flagship programmes to not only drive the overall transformation journey, but also to build the internal "Digital muscle” to sustain the gains of the transformation.

At Vedanta we are going for a group-wide digital transformation, Project Pratham with the vision of transforming Vedanta Group into a truly digital-first organisation and making digital the new way of working. Project Pratham is delivering digital transformation across our Mining & Metals and Oil & Gas business with a focus on driving asset optimisation, production volume growth, operating cost reductions, enhanced safety and improve ease of doing business. The objective of the programme is to deliver a combination of tangible value in the form of EBITDA increase and other intangible gains such as enhanced safety and security, sustainability, better governance, and improved employee productivity. To sustain this change, a clear roadmap is also drawn for augmenting capabilities in the areas of Digital, Smart Manufacturing, Analytics, Automation and Cyber security.

To engage with innovative start-ups and leverage their technological capabilities and agility - Vedanta Spark programme was launched in Oct’20. The programme has attracted 1,300 startups with more than a million impressions across social media platforms. With the objective of solving key problems across business units, Vedanta is looking to partner with top digital and core tech startups.

In addition, the Company has launched group-wide idea generation competition - Pratham Digtial Olympics, to incentivise grass-root level innovations and bring digital cultural change.

Policy and Advocacy

Vedanta believes in sustainable and equitable development of natural resource sector. While engaging in public policy and regulatory matters, our Advocacy efforts evolve around our core values. Our Company participates in stakeholder consultations on economic reforms, raw material & energy security, taxation, environmental development, business continuity, ease

of doing business, sustainable business practices and other policy and regulatory matters which are related to our business in a responsible manner. We are associated with various industry associations and chambers for submission of our representations to relevant ministries, government departments and regulatory bodies both at the Centre and State levels.

Research and Development

Vedanta has been an aggressive leader in terms of adopting new technologies and improving processes and standards. Hindustan Zinc Limited’s (HZL) Technology centre works in the interface between science and business that offers opportunity to process innovative ideas to technology. Principal focus area includes process improvements, development work for future growth, new technology development and adaptation, minor metal recovery and waste to wealth initiatives. R&D team has implemented/finalised projects on recovery improvement, cost reduction, process optimisation and evaluation of advance technologies. Some of the key projects at mills are: alternative non-hazardous and cost effective reagent for nigrosine, improvement in Zawar recovery by process audits & individual ore type characterisation, Geo-Metallurgy study for SK Mine and RA Mine on advance Drill Cores for Metallurgical characterization and completed feasibility study for 3% Pb-Ag recovery improvement by Pb regrinding at RAM & Derrick screen at Zawar.

Hindustan Zinc achieved a big milestone, being granted two US patents for two technologies developed in-house by state of art R&D centre - Zntech. The two patents are:

1. Technology for manufacturing paver blocks from process waste material.

2. Method for production of potassium antimony tartrate by utilising antimony residues of smelter.

In Aluminium and Power Business, Vedanta has entered into the partnership with three research institutes namely CSIR-National Metallurgical Laboratory (NML), Jamshedpur, Institute of Minerals and Materials Technology (IMMT), Bhubaneswar, and Jawaharlal Nehru Aluminium Research, Development & Design Centre (JNARDDC), Nagpur. As part of this, all three research institutes shall work together to develop technologies for bauxite residue utilisation, like red mud beneficiation for REE enrichment, recovery of alumina values, recovery of iron values and process for extraction and separation of Titanium and REEs (La, Ce, Y, Sc).

Vedanta Aluminium has one of the finest and best-in-class R&D setups among peers in the aluminium value chain. We are already collaborating with customers in the auto industry to develop customised aluminium alloys and products, catering to their objective of achieving desired light weighting for EVs and hybrids of the future. Case in point, Vedanta pioneered PFAs (Primary Foundry Alloys) for the Indian market. We were the first in India to supply PFA to the domestic auto sector and until we did so, the country’s entire PFA demand was being met through imports, even though India has the world’s second-largest aluminium production capacity.

In Cairn, we continue to operate our fields in a digital manner through unmanned well pads with remote access which drastically reduces human exposure to risk and increases operational efficiency. Centralised control rooms, remotely activated surface facilities and digital surveillance platform (BabelFish) has allowed high uptime in operation of Mangala Processing Terminal, over 500 wells spread across many acres, centralised polymer processing farm and the world’s largest continuously heated pipeline. Our other businesses also continue to lead the industry in terms of R&D. Copper for example has created Pure Tellurium Extraction to produce copper anodes (99.5% pure) and Ferric Sulphate Extraction from Copper Slag which is our by-product. In Iron Ore Business, Value Added Business team had developed a customised product, Sesa Special Grade (SSG) for a niche segment (otherwise being imported by customers) by producing high purity pig iron through blast furnace route. The Value Added Business team had also come up with an innovative idea of producing Foundry Grade Pig Iron outside the blast furnace using Ferro Silicon which otherwise normally gets produced in blast furnace by compromising on productivity & high fuel rate. Some other examples are automation of the charging plate insertion mechanism, employee care applications, automatic trip counting and dynamic allocation of hauling units and GPS controlled speed tracking system in dispatch trucks. Our businesses continue their tremendous work in these areas to make the group more sustainable.

INVESTOR RELATIONS

Your Company has an active Investor Relations (IR) function which continuously strives for excellence by engaging with international and domestic investors. Your Company benchmarks global IR standards and aims at exceeding them. The Company proactively seek feedback from all stakeholders throughout the year.

Shareholder engagement

The Investor Relations team takes both formal and informal approach to engage with shareholders. The team interacts with investors at various platforms demonstrating consistent and clear communication between internal and external parties. Some of these forums include quarterly earnings calls, hosting Investor/Analyst Day, site visits for key businesses, one-on-one as well as group meetings and participation in sell-side conferences. The leadership teams from various businesses along with promoters of the Company as well as senior management consisting of the CEO and the CFO are also invited as required for some of these engagements. These proactive investor engagement activities and openness of senior leaders to interact with investors and analysts is well appreciated by all stakeholders.

Shareholder communication

Shareholders can contact us any time through our Investor Relations team, with contact details available online at www.vedantalimited.com. Shareholder and analyst feedbacks are shared in a timely and structured manner with the Board through the Chairman, the Senior Independent Director, the CEO, the CFO, and the

Company Secretary. Ongoing communication with our stakeholders keeps the board and senior management abreast of their views and helps to gain insight.

Shareholder disclosures

Vedanta has set standards through the detailed and transparent disclosures on the Company’s operational and financial performance. Your Company had created its first Integrated Report (for Financial Year 2018) and continued thereafter. The Company has also been conferred with the prestigious LACP and ICAI award for its FY 2020 Integrated report. Having a diverse shareholder base and multiple business verticals, demands enormous efforts from an IR function to manage investors, sell-side analysts as well as ensuring a timely and complete business update is provided to all. As a key milestone in this continuing endeavour, your Company created a digital interactive microsite on the corporate website to provide an interactive experience beyond what is available in the annual and quarterly results materials.

Key Initiatives with respect to various stakeholders

As a diligent driver of all-encompassing stakeholder growth, the Company undertakes significant initiatives with respect to its employees, shareholders, investors, lenders, suppliers, customers, civil society, local community, and Government authorities striving to accelerate its focus on HSE and sustainability. These initiatives are enlisted with detailed specifics in the Integrated Report section of the Annual Report. Along with the Integrated Report, the Company also publishes the Sustainability Report which details the Company’s initiatives in the ESG space for a holistic overview to investors.

CORPORATE GOVERNANCE

Report on Corporate Governance

Your Company is committed to maintaining the highest standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our colleagues and other stakeholders.

As part of commitment to the various stakeholders, the Company follows global best practices. To meet its obligations towards its shareholders and other stakeholders, the Company has a corporate culture of conscience and consciousness; integrity, transparency and accountability for efficient and ethical conduct of business.

Our continued focus on improving the corporate governance mechanisms and on enhancing the efficiency curve, transparency and accountability of our operations will enable us to lead the way for the industry.

Our disclosures seek to attain the best practices in international corporate governance and we constantly endeavour to enhance long-term shareholder value. Our Corporate governance report for fiscal 2021 forms part of this Annual Report.

Directorate, Key Managerial Personnel and Senior Management Personnel

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board’s actions endeavour to work in best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement and plays a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

In line with the recommendation of SEBI and our relentless endeavour to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman effective April 1, 2020.

During the year, your Company welcomed Ms. Padmini Somani and Mr. Dindayal Jalan as an Independent Director of the Company effective February 5, 2021 and April 1, 2021 respectively. In the opinion of the Board:

¦ Ms. Somani has rich experience in the philanthropy and development space for over 20 years and holds highest standards of integrity and has also been recognised for her work in youth education, health and skilling programmes with vulnerable and marginalised populations. Based on Ms. Somani’s prolific skill set and experience in corporate social responsibility, your Board believes that Ms. Somani will be an incredible asset to the Board as we remain committed to reinvest in the social good of our neighbourhood communities and nation; and

¦ Mr. Dindayal Jalan has rich and diverse experience of over 40 years in business operations, financial management, corporate negotiations, financial control, business planning, due diligence, business development, treasury, capital raising, business restructuring, investor relations, commercial, taxation, people development and strategic planning and is a person of integrity. With bringing good blend of technical and financial experience, your Board believes that Mr. Jalan’s induction will broaden the Board’s experience, bringing in complementary skills and expertise in diverse areas.

Accompanying Ms. Somani’s and Mr. Jalan’s detailed profile provided in the earlier section of the Annual Report, this statement forms a part of the Directors’ Report in accordance with the Companies (Accounts) Amendment Rules, 2019 notified to hold effect from December 1, 2019.

Mr. Sunil Duggal, appointed as Interim Chief Executive Officer and Key Managerial Personnel of the Company effective April 06, 2020 and CEO of the Company for a fixed term of 3 years w.e.f. August 01, 2020 has

been appointed as Whole-Time Director & CEO and KMP of the Company effective from April 25, 2021 till July 31, 2023. Mr. Duggal brings with him over 36 years of experience of leading high-performance teams and more than 20 years in leadership positions. He is known for his ability to calmly navigate through tough and challenging times, nurture and grow a business, evaluate opportunities & risks and successfully drive efficiency & productivity whilst reducing costs & inefficiencies and deliver innovative solutions to challenges. Brief Profile of Mr. Duggal is provided in earlier section of this Annual Report and can be accessed at www.vedantalimited.com.

The Key Managerial Personnel and Senior Management Personnel, 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, Key Managerial Personnel and Senior Management Personnel 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), Non-Executive Director designated as Chairman of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination & Remuneration Committee, Board recommends his re-appointment.

Brief Profile and other related information seeking re-appointment is provided in the AGM Notice.

Board and Committees

The Board has overall responsibility for establishing the Company’s purpose, values and strategy to deliver the long-term sustainable success of the Company and generate value for shareholders. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture.

The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Board has established Committees to assist it in exercising its authority.

Each of the Committees has terms of reference under which authority is delegated by the Board.

At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise.

An all-embracing update on the Board, its committees, their composition, terms and reference, meetings held during FY 2021 and the attendance of each member is detailed in the Corporate Governance Report.

Board Effectiveness

Familiarization Program for Board Members

Your Company has developed comprehensive induction processes for our new Board members which aim to provide a broad introduction to the Group and enable new directors to contribute to the Board’s deliberations from the outset. The details of the familiarization 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 is committed to transparency in assessing the performance of Directors. The Board conducts annual evaluations of its performance, the performance of its Committees, the Chair, CEO, Directors and the governance processes that support the Board’s work.

As a part of governance practice, the Company, had engaged a leading consultancy firm, to conduct the Board Evaluation Process which was facilitated through an online secured module ensuring transparent, effective and independent of the management.

The evaluation parameters and the process have been explained in the Corporate Governance Report.

Board Diversity and Inclusion

The Board sets the tone for inclusion and diversity across the Group and believes it is important to have an appropriate balance of skills, knowledge, experience and diversity on the Board and at senior management level to ensure good decision-making. It recognises the need to create conditions that foster talent and encourage all colleagues to achieve their full potential. A diverse Board with a range of views enhances decision-making which is beneficial to the Company’s long-term success and in the interests of Vedanta’s stakeholders.

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 Nomination & Remuneration Committee enumerates the criteria for assessment and appointment/re-appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor.

The Policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation, diversity, evaluation and succession planning for cohesive leadership management.

With your Company continuing to comply with the Policy in true letter and spirit, the complete Policy is reproduced in full 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. Your company adheres and complies with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (ICSI).

Independent Directors Statement

The Company has received declaration from all the Independent Directors that they continue to meet the criteria of independence as provided under the Companies Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

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.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Annual Return

In terms of provisions of Section 92, 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 March 31, 2021 is put up on the Company’s website 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 as of and for the year ended March 31, 2021. Their

report on the Internal Financial Controls, contains a qualification, related to the effectiveness of the Company’s internal financial controls over financial reporting as at March 31, 2021 with respect to benchmarking the terms and authorisation of loans and guarantees between itself or its subsidiaries with controlling shareholders and their affiliates. In the said report, the Statutory Auditors have considered the material weakness identified in determining the nature, timing and extent of audit tests applied in their audit of the March 31, 2021, financial statements of the Company, and concluded that the material weakness does not affect their opinion on the financial statements of the Company.

The management''s response is as follows:

During the year, the Company has updated its policies regarding benchmarking the terms and authorisations for such related party transactions. The Board will continue to monitor compliance with such policies. However, the material weakness described above did not result in material misstatements to the financial statements.

The Statutory Auditors’ report for FY 2020-21 does not contain any other 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 2020-21 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.

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 the 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 or any such statutory authority forms part of the Corporate Governance Report.

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 committed against the Company by its officers or employees.

Legal, Compliance, Ethics and Governance Function

Through its concerted efforts to generate value while keeping integrity at the forefront, the Legal function of your Company is a valued partner in providing regulatory support and gauging the viability of strategic assistance for business partnership and expansion. It ensures advisory and compliance services pertaining to existing regulations and legislative developments for facilitating business agenda in the areas of effective claims and contract management, mergers and acquisitions, dispute resolution, litigation and adherence to competition, business ethics and governance.

With the aim to ensure smooth operations and safeguard interests of your Company for business growth and sustenance in an evolving, ambiguous and complex environment, the function continues to focus on presenting areas of opportunities; mitigating risks; providing proactive assistance to other functions and departments; and bringing about policy changes based or persistent interaction with various Government bodies and industrial associations like CII and FICCI.

As newer technologies continue to transform the market, your Company ensures adeptness in mechanisms to safeguard the data security and privacy of our stakeholders with enhanced legal and security standards. Simultaneously, to meet the growing business needs, the Legal function continues to seek and identify technological opportunities while harnessing existing know-how to streamline compliance frameworks, litigation management and conduct online ethics awareness training.

Our organisational values and principles are made applicable to all our employees through our Code of Business Conduct and Ethics. In a bid to create a better understanding of its practical implications, the Legal function conducts an annual online ethics training module to necessitate all employees to mandatorily embrace the values and principles embodied as a part of the aforementioned Code. Additionally, the function drives an Ethics Compliance Month initiative for raising awareness by conduct of employee trainings in areas of ethical concern such as insider trading, prevention of sexual harassment, anti-bribery, anti-corruption and anti-trust laws through use of interactive learning tools.

Through our Supplier Code of Conduct, we also ensure that third parties, including their employees, agents and representatives who have a business relationship with your Company, are bound by industry standards as well as applicable statutory requirements concerning labour and human rights; health, safety and environment; and business integrity.

OTHER DISCLOSURES

Related Party Transactions

Your Company has in place a Policy on Related Party Transaction (RPT) (RPT Policy) formulated in line with the provision of the Companies Act and Listing Regulations. The Policy may be accessed at www.vedantalimited.com.

The 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 detailed landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit & Risk Management Committee. Also, a Related Party Transactions Manual-Standard Operating Procedures has been formulated to identify and monitor all such transactions.

During the fiscal 2020-21, 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 Companies 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 Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

Further, there have been no materially significant RPTs during the year pursuant to the provisions of the Companies Act and Listing Regulations. 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 ''74,120,100,000 divided into 44,020,100,000 number of equity shares of ''1/- each and 3,010,000,000 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 March 31, 2021 is provided below:
Particulars	Amount (D)
Authorised Share Capital	74,120,100,000
Paid-up Capital	3,717,504,871
Listed Capital	3,717,196,639
Shares under Abeyance pending allotment	3,08,232

*Out of the total paid-up capital of 3,717,504,871 equity shares, 308,232 equity shares are pending for allotment and listing and hence kept under abeyance since they are sub-judice and further 160,903,244 equity shares are held in the form of 40,225,811 ADSs as on March 31, 2021.

The details of the Capital Evolution has been provided on the Company’s website and can be accessed at www.vedantalimited.com.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 49 subsidiaries (16 direct and 33 indirect) as at March 31, 2021, as disclosed in the notes to accounts.

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

¦ The name of a Subsidiary Company changed from Electrosteel Steels Limited to "ESL Steel Limited" with effect from September 26, 2020.

¦ The Company acquired Ferro Alloys Corporation Limited (FACOR) on September 21, 2020 under IBC as wholly-owned subsidiary.

¦ Consequent to acquisition of FACOR, subsidiaries of FACOR - Facor Power Limited (FPL) and Facor Realty and Infrastructure Limited (FRIL) become indirect subsidiaries of the Company.

¦ Australia Subsidiary - Cairn Energy India Pty Limited got deregistered w.e.f. August 26, 2020.

¦ Scotland subsidiaries - Cairn Energy Discovery Limited and Carin Exploration (No. 2) Limited dissolved w.e.f. September 22, 2020.

¦ Application for voluntary liquidation filled for Mauritius entities - CIG Mauritius Holdings Private Limited and CIG Mauritius Private Limited, confirmation awaited.

¦ Cairn South Africa (Pty) Ltd has been deregistered effective from April 06, 2021 and the deregistration of tax registration of the entity is under process.

¦ Sterlite (USA) Inc. is under process of dissolution.

¦ Killoran Lisheen Finance Limited and Vedanta Exploration Ireland Limited have been voluntarily struck off w.e.f. March 02, 2021.

There has been no material change in the nature of the business of the subsidiaries.

As at March 31, 2021, the Company has 8 associate companies and joint ventures.

Associate Companies and Joint Ventures:

¦ Gaurav Overseas Private Limited

¦ RoshSkor Township (Pty) Ltd

¦ Raykal Aluminium Company Private Limited

¦ Goa Maritime Private Limited

¦ Madanpur South Coal Company Limited

¦ Rampia Coal Mines and Energy Private Limited

¦ Rosh Pinah Health Care (Proprietary) Limited

¦ Gergarub Exploration and Mining (Pty) Limited

As required under Listing Regulations, the Consolidated Financial Statement 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 Statement 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 statement of the subsidiary and associate companies is attached to the financial statement 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 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

The 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 Material Unlisted Indian 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 Regulation 16(1)(c) of the Listing Regulations, your Company has the following material subsidiary companies during the financial year 2020-21:

¦ Hindustan Zinc Limited (HZL), a listed subsidiary of the Company;

¦ Cairn India Holdings Limited (CIHL), an unlisted subsidiary; and

¦ Cairn Energy Hydrocarbons Limited, an unlisted subsidiary.

The Company is in compliance with the applicable requirements of the Listing Regulations for its subsidiary companies during the financial year 2020-21.

DIRECTORS REPORT CONTINUED...

Debentures Redeemable, Non-Cumulative, Non-Convertible

During the financial year 2020-21, your Company raised Debentures (NCDs) of face value of? 1,000,000 each on

? 500 crores through issuance of Secured, Rated, private placement basis as per the following details:

Coupon Rate	Date of Allotment	No. of NCDs	Tota 1 Amount (in ?)	Tenor	Maturity Date
7.50% Secured Rated Listed Redeemable Non-Convertible Debentures	February 17, 2021	5,000	500 crores	1 year and 1 month	March 17, 2022

The aforesaid debentures are listed on BSE Limited.

Further, the details of NCDs outstanding debentures as of March 31, 2021 have been detailed in the Corporate Governance Report.

Commercial Papers

The Commercial Papers (CPs) issued by the Company had been listed on National Stock Exchange of India Limited and have been duly redeemed on timely basis. As on March 31, 2021, there are nil outstanding CPs. Further details have been provided in the Corporate Governance Report.

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’ with HDFC Bank Limited*.

The details of shares lying in the unclaimed suspense account are provided below:

Description	No. of shareholders	No. of Equity shares of ? 1/- each
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	776	934,859
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	4	107,008
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	154	122,039
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	618	705,812

‘During the year, the unclaimed suspense account maintained by the Company with Karvy Stock Broking Limited has been closed and securities transferred to a separate demat account opened with HDFC Bank Limited.

Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), 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.

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 Central Government. Further, in compliance with IEPF Rules including statutory modifications thereof, the Company publishes notices in newspapers and also sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.

184

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Mar 31, 2019

Dear Shareholders,

Your Directors hereby presents the report on the business and operations of the Company, together with the audited Consolidated as well as Standalone financial statements for the financial year ended March 31, 2019.

COMPANY PERFORMANCE

During the year, your Company saw setting of new production records across some of our businesses, commissioning of a new Zinc mine, significant and successful inroads in our Aluminium business and increase in our mineral and oil resources and reserves. Our three large businesses - Zinc, Aluminium and Oil & Gas achieved significant milestones at low cost and are strongly positioned for the near-term targets that we have set for these businesses.

We expect FY2020 to be another productive year with our three key businesses well positioned. In the case of our Zinc, Lead and Silver business, we will see the benefit of increased volumes. In Oil & Gas, we are India''s largest private producer of crude, and rank with the world''s lowest-cost producers with production, development and exploration pipeline. In Aluminium, we offer India''s largest production capacity, supported by our own captive power generation and increasingly integrating backwards for our own Alumina. The strengths of our diverse portfolio, together with our focussed growth strategy expanding our reserves and resource base, a strong balance sheet, strong talent base, technology and modernisation initiatives, all combine to create a truly inspirational Company.

FINANCIAL PERFORMANCE SUMMARY

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY2019.

Your Company''s standalone and consolidated financial highlights are provided below:

(Rs. in Crore)

	Standalone		Consolidated
Particulars	Year Ended March 31, 2019	Year Ended March 31, 2018	Year Ended March 31, 2019	Year Ended March 31, 2018
Net Sales/Income from Operations	38,098	45,496	90,901	92,011
Profit from operations before other income, finance costs and exceptional items	2,228	3,611	14,911	18,579
Other Operating Income	546	478	1,147	912
Other Income	6,152	3,559	4,018	3,205
Finance costs	3,757	3,353	5,689	5,112
Net exceptional items gain/(loss)	324	5,407	320	2,897
Profit/(loss) before tax	4,947	9,224	13,560	19,569
Tax expense/(credit)	(128)	1,968	3,862	5,877
Net Profit/(loss) after tax	5,075	7,256	9,698	13,692
Share of profit/(loss) of associate	NA	NA	0	0
Minority Interest	NA	NA	2,633	3,350
Net Profit after taxes, minority interest and consolidated share in profit/(loss) of associate and before other comprehensive income	5,075	7,256	7,065	10,342
Paid-up equity share capital (Face value of Rs.1 each)	372	372	372	372
Reserves excluding revaluation reserves as per balance sheet	77,508	78,941	61,925	62,940
Basic EPS after exceptional items	13.65	19.47	19.07	28.30
Transferred to General Reserve	Nil	Nil	Nil	Nil
Interim Dividend	7,005	7,881	7,005	7,881

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis section.

OPERATIONAL HIGHLIGHTS FOR FY2019

1 ZINC INDIA

- Record underground mined metal production at 936kt, up 29% y-o-y. Total mined metal production marginally down 1% y-o-y, post closure of open-cast operations.

- Record lead metal production at 198kt, up 18% y-o-y.

- Record refined silver production at 679mt, up 22% y-o-y.

2 ZINC INTERNATIONAL

- At Gamsberg, commenced trial production in November 2018 and first shipment in December 2018.

3 OIL & GAS

- Average gross production of 189kboepd for FY2019, up 2% y-o-y.

- 11 development drilling rigs as at March 2019, with 99 wells drilled and 33 wells hooked up during FY2019 in Rajasthan.

- Production Sharing Contract (PSC) of Rajasthan block extended for 10 years, subject to conditions.

4 ALUMINIUM

- Record aluminium production at 1,959kt, up 17% y-o-y.

- Record alumina production from Lanjigarh refinery at 1,501kt, up 24% y-o-y .

- Q4 FY2019 hot metal cost of production significantly lower at $956 /ton, lower by 12% q-o-q.

5 POWER

- Record PAF of 88% at the 1,980 MW TSPL plant in FY2019.

6 IRON ORE

- Goa operations remain suspended due to state-wide directive from the Hon''ble Supreme Court; engagement continues with the Government for a resumption of mining operations.

- Production of saleable ore at Karnataka at 4.1 million tonnes, up 89% y-o-y.

7 STEEL

- Record annual steel production at 1.2 million tonnes for FY2019, up 17% y-o-y.

- Achieved hot metal production run rate of c.1.5mtpa in FY2019.

8 COPPER INDIA

- Due legal process being followed to achieve a sustainable restart of the operations.

SIGNIFICANT DEVELOPMENTS

ZINC INDIA

Zinc India has completely transitioned from open cast to fully underground mining with the business creating new records with mined metal production from underground operations at 936kt, up 29% y-o-y. We are expecting these volumes to increase to achieve the design capacity of 1.2 mt. The business now ranks 9^th in the Elite Club of top 10 silver producers with a record production of 679 tonnes during the year, up 22% y-o-y.

OIL & GAS

Award of 41 exploration blocks in India pursuant to Open Acreage Licencing Policy at a total bid cost of US$551 million

Vedanta Limited was successfully awarded 41 exploration blocks in sedimentary basins throughout India pursuant to the Indian Open Acreage Licencing Policy ("OALP”) at a total bid cost of US$551 million. The 41 blocks awarded to the Company comprises of 33 onshore blocks and 8 offshore blocks.

OALP is the first major auction of hydrocarbon blocks to take place in India since 2010 and provided an opportunity for the Group to acquire new acreages from all available areas in the sedimentary basins of India.

KG-OSN-2009/3 Discovery, Krishna-Godavari Basin, India

Your Company announced a hydrocarbon discovery in well A3-2 within its operated block KG-OSN-2009/3 within Krishna-Godavari Basin, East Coast of India. Vedanta Limited holds 100% participating interest in the block. A3-2 is the first exploration well drilled within the KG-OSN-2009/3 block. Multiple reservoir zones were encountered in the Mesozoic rift formation between the depths of 3351-3944m MDBRT with indications of hydrocarbon during drilling and formation evaluations.

ALUMINIUM

The business achieved an all-time-high aluminium production at 1,959kt. We also achieved record alumina production from Lanjigarh refinery at 1,501kt. Structural changes put in place including increased Bauxite sourcing reducing our reliance on imported alumina, improved volumes from our alumina refinery, better coal availability, linkage and coal stock on hand and more efficient logistics have provided stability to the operations.

ZINC INTERNATIONAL

Inaugration of Vedanta''s Gamsberg mine by President Cyril Ramaphosa

On February 28, 2019, Vedanta announced inauguration of Vedanta Zinc International''s (VZI) Gamsberg mine, outside Aggeneys in South Africa''s Northern Cape Province by President Cyril Ramaphosa, which represents a US$400 million investment by Vedanta in South Africa.

KG-OSN-2009/3 Oil Discovery, Krishna-Godavari Basin, India

During the year, your Company announced an Oil i Discovery in the second exploratory well H2, located i in the block KG-OSN-2009/3, Krishna-Godavari Basin, East Coast of India. Vedanta Limited holds 100% i participating interest in the block. Multiple reservoir zones were encountered in the well H2 within the Mesozoic sequence between the depths of 3310m to 4026m with hydrocarbon indications during drilling and down hole logging.

10 year PSC extension for Cairn, Oil & Gas operated Rajasthan Block

During the year, we received approval from the i Government of India, acting through the Directorate : General of Hydrocarbons, Ministry of Petroleum and : Natural Gas for a ten-year extension of the Production i Sharing Contract (PSC) for the Rajasthan Block, RJ-ON-90/1. The tenure of the RJ Block PSC has been : extended for an additional period of 10 years with effect i from May 15, 2020.

POWER

FY2019 was a significant year for the Talwandi Sabo Power Limited (TSPL) plant, where we achieved record plant availability of around 88%.

IRON

During the year, operations in Goa remained suspended due to a state-wide industry directive from the Supreme Court. We continue to engage with and encourage the Central and State Governments to resume production given the benefits to all stakeholders. In this regard, we welcome the efforts of the Goa Mining People Front and FICCI to reopen the industry in Goa.

CSR

Inauguration of 500^th Nand Ghar reaching out to over 17,000 children

Your Company inaugurated 500^th Nand Ghar at Chaksu Block in Jaipur and reached out to more than 17,000 children and 15,000 women, through this programme, aimed to lead the way for early childhood development in Rajasthan, Uttar Pradesh and Madhya Pradesh. We have also planned an outlay of Rs.800 crore for setting up 4,000 Nand Ghars across India over next few years.

Through these 500 Nand Ghars, Vedanta is committed to ensure a better future for children and women.

COPPER

Production from our copper smelter plant at Tuticorin was suspended for the whole of FY2019. We continue to engage with the Government, the relevant authorities, the Courts and all stakeholders to enable the safe and supported restart of operations.

Meanwhile, we continue to operate our refinery and rod plant at Silvassa, catering to the domestic market.

ACQUISITIONS

Acquisition of Electrosteel Steels Limited under IBC

Pursuant to a Corporate Insolvency Resolution process implemented by way of the Insolvency and Bankruptcy Code 2016, your Company acquired Electrosteel Steels Limited, engaged in the business of manufacturing of steel with a total current capacity of 1.5 million tonnes per annum (MTPA) with a potential to increase the capacity to 2.5 MTPA. The operations have seen a complete turnaround in the last 10 months after acquisition with the operations achieving record production.

Your Directors believed that the acquisition will complement the Company''s existing Iron Ore Business as the vertical integration of steel manufacturing capabilities has potential to generate significant efficiencies.

The detailed announcements made by the Company in this regard are available on the website of the Company at www.vedantalimited.com

ECONOMIC RESPONSIBILITY

It has been another successful year for Vedanta as we continue to deliver across our strategic priorities. We stay focussed on contributing by way of economic value creation and building trustworthy relations with the Governments and other stakeholders.

With these values being ingrained in Vedanta''s DNA, we are proud to share that we have contributed c. 47% of our turnover, i.e. c. Rs.42,400 crore to the public exchequer of the various countries where we operate.

Your Company publishes Tax Transparency Report which provides an overview of the tax strategy, governance and tax contributions made by the Company.

The report for the FY2019 is available on the website at www.vedantalimited.com

DIVIDEND DISTRIBUTION POLICY

For bringing transparency and to protect the interest of investors, your Company has in place a Dividend Distribution Policy formulated in accordance with Listing Regulations which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. The Policy is available on the website of the Company at www.vedantalimited.com.

DIVIDEND

We have always believed in sharing the economic value generated. A consistent dividend is a healthy sign of a growing company. With a robust operational performance and a complementary market environment, we returned impressive numbers for FY2019.

The Company has declared the following dividends during the year out of the reserves of the Company and in compliance with the Dividend Distribution Policy:-

Type of Dividend	Date of Declaration	Record Date	Rate of Dividend per share (face value Rs.1 per share)	%	Total Payout (in Cr.)
1st Interim Dividend	October 31, 2018	November 10, 2018	Rs. 17.00	1700	6,320
2nd Interim Dividend	March 6, 2019	March 14, 2019	Rs. 1.85	185	685
Total			Rs.18.85

The total dividend for the year stands at Rs.18.85/- per equity share representing a dividend yield of ~8% based on last one-year average share price of the Company.

Further, the Board of Directors on October 10, 2018 have approved payment of Dividend on 7.5% Redeemable Non-Convertible Non-Cumulative Preference Shares (RPS) of face value Rs.10/- each for a period from April 01, 2018 to October 27, 2018 as per the terms of issuance. These RPS were issued and allotted on April 28, 2017 and were due for redemption on October 27, 2018. The record date fixed for the same was October 22, 2018.

The Directors have not recommend final dividend for the financial year ended March 31, 2019.

CREDIT RATING

Your Company is rated by CRISIL and India Rating and Research Private Limited on its various debt instruments.

The details of ratings provided by the agencies is provided in the Corporate Governance Report.

SUSTAINABILITY

Sustainable Development is integral to Vedanta''s core business strategy. We continue to be a transparent and responsible corporate citizen; committed to a ''social licence to operate'' and partner with communities, local governments and academic institutions to help catalyse socio-economic development in the areas where we operate.

The Company reaffirms its Core Values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, which are the basis of our Sustainable Development Model.

The model continues to be centered on the four strategic pillars: Responsible Stewardship; Building Strong Relationships; Adding and Sharing Value; and Strategic Communications.

With the Sustainable Development model, we built the Sustainable Development framework, which is aligned to global best practices and standards, including the United Nations Global Compact''s (UNGC) 10 principles; the International Finance Corporation (IFC) performance standards; the International Council on Mining and Metals (ICMM) principles; UN Sustainable Development Goals (SDGs); and the Organisation for Economic Cooperation and Development (OECD) promoted Multinational Guidelines.

This robust framework provides the businesses and its leaders with the parameters on which to assess, monitor, review key sustainability priorities, such as safety, health, environment, stakeholder engagement and community development activities, as per the Company''s approach on ''social licence to operate''.

The Vedanta Sustainability Assurance Program (VSAP) has been the bedrock in promoting transparency and compliance of all our businesses with the Group''s Sustainable Development Framework. In continuation with last year, the big focus areas have been on implementation of ten key safety performance standards across the Group; VSAP process has categorically focussed on compliance level to these standards and highlighted areas of improvement.

During the year, we focussed heavily on safety performance of your businesses under the overarching umbrella of Health, Safety and Environment (HSE) best practices. Community engagement and development programmes were geared with emphasis on need assessments and longevity of the project and related outcomes/benefits.

Our resolve is strong, and we continue to work towards achieving zero harm.

Vedanta''s teams across businesses are driving various capacity building and behavioural programmes. Our awareness campaigns aim to entrench a culture of safety and risk awareness. Training programmes on ''Making Better Risk decisions'' is one such programmes rolled out across the businesses to improve safety decision making of leaders at all levels, particularly those on the front line. Similarly, ''Experience Based Quantification'' (EBQ) using Bow Tie Risk Assessment methodologies were utilised to identify critical risks from safety and environmental perspective for key businesses. In FY2019, over 1.4 million hours of safety training were delivered to employees and contractors.

Our Company remains committed to decreasing its carbon footprint. Last year we stated our expectation to reduce our GHG intensity by 16% from a 2012 baseline by 2020. We are committed at ensuring that we develop our carbon reduction strategies in alignment with the framework laid out by the Taskforce on Climate related Financial Disclosures (TCFD).

A Carbon Forum has been internally constituted to develop our carbon strategy and provide governance on the risk to business from climate change.

Our businesses have made significant progress on our GHG reduction commitment. Hindustan Zinc Limited and Oil & Gas business have committed to increase their investment in solar power, while other businesses have made significant improvements in their process efficiencies, thereby reducing their GHG intensity emissions. As of March 31, 2019, we had been able to achieve about 14.6% reduction in our GHG intensity from our baseline number. We are confident of achieving our target by 2020.

Climate related financial risk is a part of our corporate risk register and we believe that climate resilience is the best approach we can take to safe guard our climate related business risks.

We ensure that our Biodiversity Management Plans are in place, and our environmental footprint follows the most rigorous global standards. We have developed specific objectives and targets, particularly with regards to water and energy management.

We remain committed to our agenda of "Zero Harm, Zero Waste, Zero Discharge”. This year we were able to recycle more than 111% of the fly ash that was generated at our power plants. Large volumes of our high calorific hazardous wastes are also sent to the cement industry to be used as clinker fuel, thereby preventing them from being sent to secure landfills. This year, we have recycled 94% of our overall High Volume and Low Effect waste in sustainable applications and are continuing to develop new and innovative ways to increase the proportion of waste we recycle.

We are present in some of the world''s most unique, remote and underdeveloped regions. We are committed to respect, learn from and create a shared understanding with our communities. Connecting with our communities is not just the right thing to do; it is a fundamental imperative of our ''license to operate''.

Our spend on our social investment and CSR programmes thereby reaffirm our commitment to ensuring the well-being of the communities who live in proximity to our operations.

Lessons from our experience in Tuticorin continue to guide us in improving engagement with our local stakeholders.

We have introduced revised stakeholder engagement and grievance mechanism standards and have initiated several projects to understand the perceptions and expectations of local communities from Vedanta. We are hopeful that these measures will help improve our social license to operate over a period of time.

We remain positive that our overall sustainability journey is headed in the right direction. Our sustainability framework is robust and in line with global practices on engaging with civil society, communicating performance on community development, human rights as well as addressing legacy issues. We are confident that it will help us achieve higher levels of performance in the years to come.

A separate detailed report on Company''s Sustainability Development also forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company works towards a larger goal of creating enduring value for the communities it works in.

Towards that end, we undertake various need-based community programmes as part of our Corporate Social Responsibility (CSR). Putting the last as first being the top most priority, the Company has committed to align its CSR activities to the priorities of its neighborhood communities and also the national priorities including the Sustainable Development Goals.

For almost all our programmes, a bottom up community engagement approach is non-negotiable. This collaborative approach ensures community ownership, suitable project design, effective delivery and post project sustainability.

Apart from communities, we also strongly believe in partnering with government agencies, corporates, civil society organisations & community-based organisations to carry out durable and meaningful interventions.

All our CSR programmes are governed by the Vedanta CSR Policy, Corporate Technical Standards and each entity specific Standard Operating Procedures for CSR. The documents are periodically revised. Further, in order to benefit from diverse perspectives, and in keeping with a culture of collective leadership, Vedanta has formed a CSR Council. The Council is led by senior business leaders comprising of CSR Heads & CSR executives from the different Business Units. The Council is responsible for governance, synergy and cross learning across the Group CSR efforts. It meets every month and reviews the performance, spends and outcome of CSR programmes for all Business Units. The Council is instrumental in implementing improvement projects to create a seamless enabling eco-system for Business Units to carry out best-in-class community development programmes.

Vedanta has a strong Board CSR Committee including senior Independent Directors. The Committee provides strategic direction for CSR activities, and approves its plans and budgets. It also reviews progress and guides the CSR teams towards running well-governed and impactful community programmes.

Brief overview on Community Development Programmes for FY2019 is as under:

NAND GHAR AND CHILDREN''S WELL-BEING PROJECTS

The importance of education for social growth and upliftment is undisputable and for Vedanta this is a very important pillar of its work with communities. Through our various education and childcare initiatives, we reached to around 1.55 lakh children.

The Nand Ghar Project is the Company''s flagship national initiative, which aims to build new-age Anganwadis for ensuring the health and learning of young children in rural areas, and also as a platform for women''s empowerment and skilling. The Project ultimately aims to impact 85 million children and 20 million women across 1.37 million Anganwadis in the country. During this financial year, we were proud to cross the 500 Nand Ghars mark, with 502 Nand Ghars now operational in 4 states of the country. The key metrics of their operational efficiency are tracked using an online and custom designed application.

As part of the Khushi initiative, HZL, in partnership with Government of Rajasthan strengthens the functioning of 3,089 ICDS Centres (called Anganwadis) in the 5 Districts of Hindustan Zinc''s presence, reaching to over 60,000 children and caters to health, nutrition and pre-school need of children in the formative 0-6-year age group. The project also conducts periodic assessments to track developmental metrics of the kids. This year an average increase of 11% in children''s learning capability was identified through these standardised assessments. Attendance also saw an increase with the average attendance increasing from 44% two years ago to 60% now.

Vedanta Limited Jharsuguda initiated a project called ''Vedanta Vidyarthi Vikas Yojana (VVVY)'' in the year 2009 to strengthen the education standards of secondary school students through remedial coaching classes. Since the beginning of VVVY project, quality education has been provided to the students of standard 8^th to 10^th and it''s going through a remarkable growth in terms of quality education and passing percentage of children. Till date total of 3,975 students have been enrolled under VVVY project, 1,346 students appeared in matriculation examination and 1,130 students successfully passed with good marks.

- WOMEN''S EMPOWERMENT

Women''s empowerment is all about equipping and enabling women to make life determining decisions. Vedanta recognises this need for empowering women and is running various projects to help the communities take a step towards a more equitable future. It is associated with around 35,000 women (up from 28,000 last year) and amongst them 3,600 women have started /revamped their own micro enterprises. One of our interventions in this space is the Subhalaxmi Cooperative Society in Jharsuguda which has emerged as a model community-based organisation. The Cooperative has successfully completed 10 years of empowering women since its inception and currently is touching the lives of 3,793 members in 71 villages. Through this programme, the Cooperative has been able to generate funds of Rs.2.52 crore and through its various activities it has seen a significant increase in the income of the members.

HZL is running a similar programme called Sakhi which started three years ago and now has 1922 SHGs connecting the Company with 23,954 women. The total savings accumulated through this project are now at Rs.6.22 crore and the total loans disbursed amounts to Rs.17.13 crore, utilised for household consumption, agriculture, health & sanitation and 492 women utilised the loans to create new enterprises or expand existing enterprises.

- HEALTH CARE

There is a great disparity in the quality and coverage of medical treatment in India. The majority of rural population lack basic primary healthcare and given that most of our operations are also in rural areas, enabling rural communities access to affordable and quality healthcare is an important focus for us. The Vedanta Hospital at Lanjigarh continues to provide much needed healthcare to thousands in the District of Kalahandi, Odisha. This year, the hospital has seen a total footfall of 67,425 patients, of which 6,935 were new patients and 11,664 were old patients. Further, 12,980 patients were treated through their Mobile Health Van.

VMRF

To prevent, control and eradicate cancer and illnesses related to it, Bharat Aluminium Company Limited (BALCO), a subsidiary of Vedanta started Vedanta Medical Research Foundation (VMRF), a voluntary, non-profit organisation. Balco Medical Centre, a state-of-art oncology facility in Naya Raipur, is its first flagship initiative. As the first super-specialty hospital with the capability to treat cancer, Balco Medical Centre''s genuinely colossal impact is validated by the reception it received from the people and the milestones achieved - over 4,000 patients were served, more than 230 patients underwent radiation, 250 plus surgeries were performed and well past 1,000 chemotherapies were carried out.

_-- AGRICULTURE AND ANIMAL HUSBANDRY

In much of rural India, the communities continue to rely heavily on agriculture and animal husbandry. We therefore follow a livelihood development approach of integrating agriculture, dairy, water management, technology, farmer''s organisations and market outreach. To increase the income of farming community in Barmer through productivity enhancement of agriculture and livestock, project Unnati, a Cairn CSR initiative, was set up. More than 10,000 farmers benefitted through various interventions like horticulture demonstrations, construction & renovation of traditional water harvesting structures like KHADIN, etc. In similar line, through project SAMADHAN by HZL, the Company aims to improve the returns from Agriculture & Livestock for about 30,000 families. By the end of this year, the project had successfully worked with 8,660 farmers on agriculture and 8,944 farmers on livestock.

In Jharsuguda, to secure economic prosperity among identified households of Siripali village, Jeevika Samriddhi project was launched. The relevance of Jeevika Samriddhi project is based on the need to augment irrigation infrastructure, promotion of advanced agriculture, application of bio-fertiliser and pesticides and making farming as a remunerative profession. 111 farmers are benefiting from this project and because of this project, the irrigation potential of the village increased by 21.34%.

_- SKILLING THE YOUTH

To maximise the output from the immense demographic dividend India has, it is imperative that the youth are trained in skills suited for the current economic scenario. With the aim of channelising this untapped potential the Company is running a lot of skill development initiatives providing training to more than 3,000 youths. Balco in partnership with IL&FS is providing training to youth in five different high employment potential trades - Hospitality, Welding Assistant, Industrial stitching, Fitter Fabrication and Electrician. The institute has provided assured employment opportunities to 7,800 students since the inception of its operations. In Thoothukudi, Sterlite Copper through its Tamira Muthukkal project has provided vocational training to 2,000 youth and currently covers 500 more beneficiaries helping them gain skills thus increasing their employability.

A few other programmes ran by HZL, also aims at skilling the youth of Rajasthan and increase their employability. HZL''s Skilling and Entrepreneurship centres provide training to youth to become Domestic Electricians, Security Guard, General duty assistant, Sales entry and Data entry operators and in Micro Finance. Currently, 160 students are being trained and the plans are to train 700 youths each year. Through other initiatives like the Mining academy, ITI training at Maruti, BPO training, etc. the Company has been able to reach 559 youths this year.

- ENVIRONMENT PROTECTION & RESTORATION

In our operations we make it a priority to operate in harmony with the natural environment. The Company is committed to safeguard the environment and makes extensive efforts to protect and restore nature. Pasumai Thoothukudi, an initiative by Sterlite Copper, launched on the World Forest Day with a vision of developing a green belt in Thoothukudi is an illustration of the significance of this commitment for the Company. The Company aims to plant 1 million trees and has already planted 800 saplings within 10 days of the launch of the programme.

- SPORTS & CULTURE

Sports, at an individual level, helps build character, benefits health and for talented individuals becomes a source of livelihood. However, it is at a societal stage where sports can have a value-altering effect which can lead to a more tolerant and inclusive society. Vedanta identifies this dual impact that can be achieved through sports and thus its sports initiatives are focussed on two main objectives; Sports for all and Sports for excellence. Vedanta through its football initiatives in Rajasthan by Hindustan Zinc Football Initiative (ZF), and in Goa by the Iron Ore Business (Sesa Football Academy (SFA)), established on a reclaimed mine has taken great strides in getting closer to reaching these objectives. Zinc Football trains around 2,000 kids, both girls and boys in its 64 Zinc football schools. Sesa Goa also has 4 similar centres training 500 kids on a weekly basis. These centres enable the game to reach the masses and help create a culture of sports in the country. Both academies have their centres of excellence with state-of-art infrastructure that have not just developed players for their respective state teams but also contributed to the national setup with 7 alumni of SFA playing for the Indian national team and 8 playing in the elite Indian Super League. The second edition of ''Vedanta Women''s Football League'' saw involvement of 160 female football professionals and provided a platform for them to showcase their talents.

- COMMUNITY INFRASTRUCTURE

Infrastructure development provides impetus for economic growth and it is no different for the villages in our operational areas. It not only helps elevate the quality of life in the villages, but also forms the foundation for socio-economical upliftment. The Company recognises this need and therefore is aiding the operational villages in developing basic infrastructure in villages, such as school toilets, drinking water projects, sports infra, local drains, community centres etc. as per local needs.

During the year, the Company''s divisions spent Rs.51.72 crore on CSR activities, while on a consolidated basis it spent about Rs.309.24 crore on CSR.

A brief overview of CSR initiatives forms part of this Directors Report and is annexed hereto as Annexure A.

Your Company''s CSR Policy addresses the Company''s commitment to conduct its business in a socially responsible, ethical and environmentally friendly manner; and to continuously work towards improving the quality of life of the communities in the areas where it operates.

The policy may be viewed at www.vedantalimited.com

DIGITISATION INITIATIVES – CSR

I. Unified & Online CSR Reporting Platform for the Group

Vedanta has a large and complex CSR portfolio with multiple and diverse projects running across various locations. During the year, we have worked with Goodera, a global SaaS company, in assisting us with the development of a CSR lifecycle and volunteering technology platform that will assist in planning, managing, evaluating and reporting on our Corporate Social Responsibility (CSR) programmes.

The technology platform will enable Vedanta business Units to continuously measure progress and impact of CSR and volunteering projects, in real time, with last-mile visibility through impact dashboards. While enabling effective governance, this integrated technology platform will also assist in maximising the impact of every rupee spent via automation, intelligence and analytics for data-driven decision-making.

The platform will also empower Vedanta with solutions to engage employees across its geographies to create the culture of giving and volunteering seamlessly.

II. A web-enabled, online community grievance register -''NIVAARAN''

Nivaaran is our internal community grievance/requests reporting and monitoring platform. This is an online web-enabled system developed this year by our Information Technology team. This central repository platform primarily aims to enable the submission of community requests/grievances from anywhere and anytime (24x7) by our stakeholder and CSR teams, who validate the request and take action for speedy closure of the same. Tracking grievances/requests is also facilitated on this portal through the system generated unique registration number. It also enables analysis of the data related to grievances across various categories including - type of grievance/requests, resolution time, location/asset etc.

CSR IMPACT ASSESSMENT

Taru Leading Edge assessed the impact of the CSR activities of Vedanta Group in the states of Rajasthan, Uttarakhand, Gujarat, Andhra Pradesh, Odisha, Chhattisgarh, Punjab, Goa, Karnataka and Jharkhand. This study employed various primary and secondary research techniques for comprehensive data gathering to arrive at objective insights which would assist in gauging the impact of the Company''s current operational projects and help identify new interventions to improve these projects. Taru, for this study, deployed trained professionals to oversee the Survey, focus group discussions, and perform in-depth interviews with the community members, beneficiaries, government/local authority personnel etc. To assess the investment made for development of infrastructure, physical survey of the infrastructure was done. Over 6,000 samples were collected for Impact assessment along with 730 Key Informant Interviews/In-depth Interviews and 240 Focus Group Discussions.

Overall, all sectoral interventions under thematic areas of sustainable livelihoods, Health & Nutrition, Water, Sanitation & Hygiene (WASH), Energy & Environment, Education and Sports & Culture received positive feedbacks with around 60% households reporting having benefitted from at least one of the CSR interventions of the Vedanta Indian BUs.

Under the sustainable livelihoods, the CSR interventions reached out to at least 46% of the CSR beneficiaries and around 62% of these CSR beneficiaries reported an increase in household income. Other impacts included benefits such as Increase in yield and lifespan of livestock, more earning from livestock, and generation of more employment opportunities.

The Health & Nutrition CSR interventions of various BUs reached out to approximately 50% of the CSR beneficiaries and around 76% of these beneficiaries reported that they were able to save money on Medicine & Health and close to 70% reported an improvement in Healthcare Quality.

The WASH, Energy & Environment CSR initiatives of Vedanta Group were able to reach approximately 30% of the CSR beneficiaries and more than 60% of these beneficiaries reported impact and benefits such as improvement in general cleanliness in the focus areas, availability of water at home, women feeling safer with construction of toilet facility in the house and improvement in school attendance after construction of toilet in schools.

It was observed that through various interventions in the Education thematic area, more than 80% of the CSR beneficiaries reported an improvement in grades of children, increased interest in going to school and improvement in quality of education.

Vedanta Group has also implemented various other programmes such as Community Centres, Road Safety Programmes, Football Academy Project, Sports & Culture etc. which are also appreciated by the community and have created a positive impact.

INNOVATION, DIGITALISATION & TECHNOLOGY

Vedanta has made innovation a strategic priority by acknowledging the role innovation plays as an enabler across every facet of the business. Beyond this ideology, Vedanta has instilled innovation as a corporate value and the Group''s leadership supports and incentivises employees in the establishment of a culture of innovation. This is because Vedanta''s leadership believes that innovation, and not just incremental improvement, will help mitigate the volatility in commodity prices. Innovation, which encompasses technology and digitalisation, drives efficiency and sustainability. It is a central part of the Group''s drive for operational excellence. We want to become an innovator company and to do this, we are focussed on not only acquiring best in class technology for our assets, but on creating our own.

Calling on two of our core values of entrepreneurship and innovation, we have stepped up our efforts to discover and implement new, innovative and disruptive technologies through the introduction of new systems and incentive programmes.

Across our business units, employees are encouraged to be creative in their thinking and approach. Ideas are valued by continually asking employees to think about what they and the Group can do differently. More than 1,000 ideas have been submitted, of these, 200 were selected for implementation and are being rolled out across the Group.

Of all the trends impacting the mining industry at present, digitalisation is arguably the most crucial, given its over-arching impact on every aspect of operations.

Offering significant potential for improving operational efficiency and lowering costs, digitalisation is opening up exciting opportunities at our several eading mines.

Hindustan Zinc''s Sindesar Khurd mine is our most automated mine and has successfully implemented mine digitalisation. Here, we are moving into a new era of mining, where high speed WiFi networks and high bandwidth optical fibre forms the backbone of a new digital-enabled operating model.

At our Oil & Gas business, the world''s longest, continuously-heated and insulated pipeline is one example of high technology standards. We remain ahead of the curve with industry leading extraction techniques like enhanced oil recovery and alkaline surfactant polymer, which have been deployed at the Mangala field. Extensive use of digital oil field software has improved reservoir management.

At Gamsberg, we have taken the application of technology a step further. Gamsberg has been conceptualised to be a digital mine. By introducing technology and digitalisation from the start, the operation will have leading-edge systems that report the state of the mine, the quality of ore, the conditions of the concentrator and the quality of the concentrate, all in real-time, to enable minute-by-minute decisions.

- HUMAN RESOURCES (HR)

PEOPLE & CULTURE

Your Company has always aspired to build a culture that demonstrates world-class standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees with a safe and healthy work environment.

Our culture exemplifies our core values and nurtures innovation, creativity and diversity. We align our business goals with individual goals and enable our employees to grow on personal as well as professional front.

- DIVERSITY

Diversity remains a strong focus. We are committed to provide equal opportunities to our employees regardless of their race, nationality, religion, gender or age. We are pleased with our progress to date on gender diversity, and women now represent 10.6% of our total workforce and 20% of our Board. We have set ourselves a target to reach over 33% women at senior levels by 2020 and aim to achieve 20% female representation amongst our employees.

We are also focussed on increasing the mix of geographies and nationalities in our workforce. Since most of our operations are in remote areas, we place a strong emphasis on recruiting employees from among the local population.

A significant percentage of the senior management team and our employees are recruited from the country in which our operations are located.

We strictly follow our Equal Opportunity policy to ensure there is no discrimination and all our decisions are based on meritocracy.

- RECRUITMENT

We have put a range of initiatives in place to support us in hiring skilled professionals.

Right management in place (RMIP)

To re-emphasise the Group''s philosophy of empowering the SBUs, we have reviewed our existing Business & SBU structures and followed a rigorous assessment process to ensure we have right talent in the right positions. The RMIP process also ensured that we have filled all the critical roles within our structures and any gaps in the management team are supported by strategic plans to fill vacancies. Our approach to recruitment is focussed on hiring diverse, high quality talent as well as expats and specialists.

Vedanta Leadership Development Program (VLDP)

VLDP is our flagship programme which aims to build organisational capability through developing talented individuals from premier management and technology institutes. It is a tailored programme which focuses on nurturing these bright minds to act as catalysts to steer our business to the next level of growth by implementing transformational ideas. The programme includes induction sessions, cross functional projects in significant roles, job rotation, development opportunities and continuous anchoring.

TALENT MANAGEMENT AND DEVELOPMENT

Internal Growth Workshops

We have always aimed to design an organisation which is spearheaded by our "Leaders from Within”. Recognising internal talent and recruiting them to leadership roles has been the driving factor in our journey of rapid growth. Aligned with this philosophy, the Group conducts ''Chairman''s Internal Growth Workshops'' which enable our young leaders to fulfil their potential through development opportunities and provide us with a talent pipeline enabled to fill critical roles across the Group. These workshops have resulted in the development of 600 high potential New Leaders across the Group''s businesses who are given significantly elevated roles and responsibilities.

Leadership and Talent Analytics

We have partnered with experts to evaluate our existing talent management practices and implement best-in-class new initiatives for talent development. We are focussing on employing digital channels to run accelerated growth drives, workshops, in-house learning modules and other development opportunities.

360 Degree Feedback

At Vedanta we promote growth and nurturing of our internal talent pool by encouraging internal dialogue between senior leaders and their young mentees and peers. For this reason, we have launched a 360 Degree Feedback for our ExCo Leaders in collaboration with an external partner. We believe that this will help to fast track assessment and development of leaders and we aim to extend this to cover all our professionals in due course.

- PERFORMANCE MANAGEMENT & TOTAL REWARDS

V-Perform: One Performance System for One Vedanta

At Vedanta, our focus is to constantly improve the level of automation in all our operations. V-Perform is a pan-Vedanta initiative to standardise the Performance Management System (PMS) and process across all Vedanta Group companies by leveraging technology. This enables functions, teams and individuals to track performance on a regular basis, evaluate efficiency through advanced analytics and implement proactive decisions towards achieving Vedanta''s objectives. We foster a culture of safety and sustainability to achieve our ultimate vision of "Zero Harm”, "Zero Waste & "Zero Discharge”. To enhance our safety performance in the workplace and strengthen our existing Safety Management System, a safety competency assessment process was completed mid-year by all employees.

Employee Stock Option Scheme (''ESOS'')

Employee stock options are a significant component of our long-term incentives. They enable our employees to share in the success of the Company, encouraging high-growth performance and reinforcing employee pride with a focus on ownership.

Your Company has established a share incentive schemes viz. ''Vedanta Limited Employee Stock Option Scheme 2016'' ("the Scheme”). The Scheme was framed with a view to reward employees for their contribution in successful operation of the Company with wealth creation opportunities, encouraging high-growth performance and reinforcing employee pride.

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

The pre-determined performance criteria shall focus on rewarding employees for Company performance vis-a-vis competition and also for achievement of internal operational metrics.

The Scheme was launched after obtaining statutory approvals, including shareholders'' approval by way of postal ballot on December 12, 2016. In 2018, 35% of the workforce participated in this Scheme with a focus on our young & senior leaders, employees driving strategic projects and high impact task force members.

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. During the year, the ESOS Trust was re-constituted by the Nomination & Remuneration Committee in its meeting held on July 13, 2018. The details of the trustees can be accessed at www.vedantalimited.com.

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

During the year, the acquisition by the trust does not exceeded 2% of the paid-up capital of the Company. Further, the total acquisition by trust at no time exceeded 5% of the paid-up equity capital of the Company.

During the year under review 14,055,556 options were granted to 2,798 employees including Whole-Time Director and Key Managerial Personnel.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on March 31, 2019 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.

A certificate from M/s. S R Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company''s ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the Company''s Registered Office.

EMPLOYEE INFORMATION AND RELATED DISCLOSURES / PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules”) is appended as Annexure B to the Report.

The information, as per Rule 5(2) of the Rules, forms part of this Report. However, as per 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 under Rule 5(2) of the Rules. The statement shall be available for inspection at the Company''s Registered Office and any Member interested in obtaining a copy of the said statement may write to the Company Secretary.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the period under review, eight complaints were received and resolved. Four employees were separated on account of complaints. Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

Your businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation.

The effective management of risk is critical to support the delivery of the Group''s strategic objectives. Risk management is embedded in the organisation''s processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report.

Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group''s businesses to the Board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Risk Management Committee supports the Audit Committee and the Board in developing the group-wide risk-management framework. Risks are identified through a consistently applied methodology. The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Major risks identified by businesses and functions are systematically addressed through mitigating actions.

Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

The Risk Management Policy of the Company was revised by the Board in its meeting held on March 28, 2019 on the recommendation of the Risk Management Committee and Audit Committee to include cyber security.

For a detailed risk analysis, you may like to refer to the risk section in the Management Discussion Analysis Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

Your Board has devised systems, policies and procedures/ frameworks, which are currently operational within your Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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. It also follows a half-yearly process of management certification through the Control Self-Assessment framework, which includes financial controls/exposures.

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 Audit Committee 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 Audit Committee. 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 Audit Committee.

The Company is also required to comply with the Sarbanes Oxley Act Sec 404, which pertains to Internal Controls over Financial Reporting (ICOFR). Through the SOX 404 compliance programme, which is aligned to the COSO framework, the Audit Committee and the Board also gains assurance from the management on the adequacy and effectiveness of 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 SOX compliance by the Statutory Auditors, the CEO and CFO recommend to the Board continued strong internal financial controls.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. 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.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company''s disclosure controls and procedures, the management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

VIGIL MECHANISM

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company''s Whistle-Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options.

All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company''s Audit Committee. The details of this process are also provided in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company''s website at www.vedantalimited.com.

INVESTOR RELATIONS

Your Company has an active Investor Relations (IR) Programme and continuously strives for excellence in its IR engagement with international and domestic investors through various mediums such as quarterly earnings calls, Investor & Analyst Days, site visits, one-on-one and group meetings, participation in sell-side conferences and non-deal Roadshows.

The promoters of the Company and the senior management consisting of CEO and CFO involve themselves regularly in investor and analyst interactions. Depending on the context and need, the leadership team from businesses is also invited for these engagements.

Vedanta has set standards through the detailed and transparent disclosures on the Company''s operational and financial performance. Your Company had created its first Integrated Report (for Financial Year 2018). Your Company initiated a new communication initiative which involves sending a brief update about the Company''s performance and events to its shareholders and other stakeholders regularly. Having a diverse shareholder base and seven businesses demands enormous efforts from an IR function to manage investors and sell-side and to ensure that all business updates are provided timely and in complete. The dissemination of business updates through this "Investor Brief” has been well appreciated. As a key milestone in this continuing endeavour, your Company created a digital interactive microsite on the corporate website to provide an interactive experience beyond what is available in the annual and quarterly results materials.

Your Company benchmarks global IR standards and tries to be at par with them. The investor and the analyst community have appreciated your Company''s IR team and practices being one of the best in the country. Your Company has been recognised for its IR efforts year on year by globally renowned forums.

CORPORATE GOVERNANCE REPORT

Your board seeks to embed and sustain a culture that will enable us to achieve our objectives through effective corporate governance and enhance transparent engagement with key stakeholders.

In our constant endeavour to benchmark our policies and practices and in light of various developments in the realm of corporate governance and regulatory reforms, your Company continues to maintain and implement the highest standards of corporate governance and ethical business practices across the globe.

A separate report on Corporate Governance setting out the governance structure, principal activities of the Board and its Committees and the policies and practices that enable the Board to fulfil its stewardship responsibilities together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations is provided as an Annexure to the Annual report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

We aim to bring a diverse and complementary range of skills, knowledge and experience to the Board, so that we are equipped to navigate the operational, social, regulatory and geopolitical complexity in which our business operates. Achieving the right blend of skills and diversity to support effective decision-making is a continuing process.

The detailed composition of the Board and Key Managerial Personnel (KMP) of the Company along with the changes in the board and KMP during the period under review are provided in the Corporate Governance Report.

DIRECTORS SEEKING RE-APPOINTMENT

Pursuant to the provision of Companies Act, 2013, Ms. Priya Agarwal (DIN: 05162177), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. Accordingly, the appointment of Ms. Priya Agarwal is being placed for approval of the members at the AGM. A brief profile of Ms. Priya and other related information is provided in the AGM notice. The Board on the recommendation of Nomination & Remuneration Committee recommends her re-appointment at the AGM.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors that they continue to meet the criteria of independence as provided under the Companies Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

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.

BOARD DIVERSITY & INCLUSION

Your Company believes that a diverse and inclusive Board is essential for achieving long-term growth and development of the Company. This ensures timely anticipation of risks and opportunities. The Company has a diverse Board consisting of Directors possessing variety of skills, expertise, qualifications and experience. The details of the key qualifications, skills and attributes are forming part the Corporate Governance Report.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Company''s Nomination & Remuneration Policy sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment/ re-appointment as Director or as KMP, with no discrimination on the grounds of ethnicity, nationality, gender or race or any other such factor.

The salient features of the Policy and the changes during the year are provided in the Corporate Governance Report and the policy is also available on the website of the Company at www.vedantalimited.com

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

Your Company has a separately defined Familiarisation Programme for its Directors which aims to provide insights to the newly inducted Directors about the Company, its operations, business, industry and environment and also to update the Directors on a continual basis.

The details of training and familiarisation programme process for Directors have been provided under the Corporate Governance Report and is also available on the website of the Company at www.vedantalimited.com

BOARD EVALUATION

Your Board is committed to transparency in assessing the performance of Directors. The Company has put in place a robust framework for evaluation of the Board, its Committees the Chairman, and Individual Directors and the governance processes that support the Board''s work.

The Company engaged the services of a leading HR consultancy, to conduct the entire process of Board evaluation and the same was facilitated through an online secured module ensuring transparent, effective and independent of involvement of the management. The evaluation was conducted through questionnaires having qualitative parameters and feedback based on ratings. Recommendations arising from the evaluation process were considered by the Board to optimise its effectiveness.

The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and the Board at the meeting held on March 28, 2019.

A detailed update on the Board Evaluation is provided in the Corporate Governance Report.

BOARD & COMMITTEE MEETINGS

The Board in conjunction with its Committees meets at regular intervals to ensure all decisions are taken timely. The Board met 10 times during the FY2019. The details of Board committees as on March 31, 2019 are provided below:

OTHER COMMITTEES

Further, the Board of Directors at their meeting held on January 31, 2019 have also constituted Sustainability Committee w.e.f. April 1, 2019.

The details on Board, its committees, their composition and terms and reference and meetings held during FY2019 and attendance is provided in the Corporate Governance Report.

All the recommendations made by each of the Committees were accepted by the Board.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

- M/s. S R Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E) were appointed as Statutory Auditors of your Company at the AGM held on June 29, 2016 for a term of five consecutive years i.e. until the conclusion of the 56^th AGM.

- The report of the Statutory Auditor forming part of the Annual Report , does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

- M/s. S R Batliboi & Co. LLP have confirmed their independence and eligibility under the provisions of the Act & Listing Regulations.

COST AUDITORS

- Your Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

- The Board has appointed M/s. Shome and Banerjee as Cost Auditors for its Oil & Gas Business and and M/s. Ramnath Iyer & Co for other business segments to conduct cost audit for year ended March 31, 2019.

- Further M/s. Ramnath Iyer & Co. have been appointed as the Lead Cost Auditors of the Company.

- The said auditors have been re appointed for FY2020 as well.

SECRETARIAL AUDITOR

- The Company has appointed M/s. Chandrasekaran & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY2019.

- The Report of the Secretarial Audit in Form MR-3 is annexed herewith as Annexure D. Further, the Annual Secretarial Compliance Report is available on the website at www.vedantalimited.com.

- The Secretarial Audit Report does not contain any qualifications, reservation, adverse remarks or disclaimer.

- The Board has re-appointed M/s. Chandrasekaran & Associates as Secretarial Auditors for FY2020.

INTERNAL AUDITOR

- M/s. Deloitte Haskins & Sells, LLP was appointed as the Internal Auditors for FY2019.

- The Group''s internal audit activity is managed through the Management Assurance Services (''MAS'') function.

- The Board, on the recommendation of the Audit Committee has re-appointed M/s. Deloitte Haskins & Sells, LLP as the Internal Auditors for FY2020.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a detailed report on the Management Discussion and Analysis is presented in a separate section in the Annual Report.

DETAILS OF LOANS/ GUARANTEES/ INVESTMENT MADE BY THE COMPANY

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 statement. (Please refer to Notes to the standalone financial statement).

The Company has a policy on material subsidiaries and the same may be accessed at www.vedantalimited.com.

DEBENTURES

During the financial year, your Company raised Rs.5,000 crore through issuance of secured, rated, redeemable, non-cumulative, non-convertible debentures of face value of Rs.1,000,000 each on private placement basis as per the following details:

Coupon Rate	Date of Allotment	No. of NCDs	Total Amount	Tenor	Maturity Date
8.50% Secured Redeemable Non-Convertible Debentures - Series I	April 5, 2018	23,500	2,350	3 years	April 5, 2021
8.50% Secured Redeemable Non-Convertible Debentures - Series II	April 5, 2018	16,500	1,650	3 years 2 months & 10 Days	June 15, 2021
9.18% Secured Redeemable Non-Convertible Debentures	July 4, 2018	10,000	1,000	2 years & 363 days	July 2, 2021

The aforesaid debentures are listed on BSE Limited.

FIXED DEPOSITS

As reported last year, the Company has discontinued the renewal of its fixed deposits on maturity. As at March 31, 2019 deposits amounting to Rs. 54, 000 remains unclaimed. Since the matter is sub judice, the Company is maintaining status quo.

TRANSFER TO RESERVES

The Company proposes Nil transfer to General Reserve out of its total profit of Rs.5,075 crore for the financial year.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 74,12,01,00,000 divided into 44,020,100,000 number of equity shares of Rs. 1/- each and 3,010,000,000 Preference Shares of Rs. 10/- each.

During the year the Company redeemed 3,010,000,000 Preference Shares of Rs. 10/- each as per their terms of issuance. The paid-up share capital of the Company was reduced from Rs. 33,817,504,871 divided into 3,717,504,871 equity shares of face value of Rs. 1 each and 3,010,000,000 preference shares of face value of Rs. 10 each to 3,717,504,871 equity shares of Rs. 1 each.

The details of share capital as on March 31, 2019 is provided below:-

Particulars	Amount (Rs.)
Authorised Share Capital	74,12,01,00,000
Paid up Capital	3,71,75,04,871
Listed Capital	3,71,71,96,639
Shares under Abeyance pending allotment	3,08,232

*308,232 equity shares are pending for allotment and listing hence, are kept under abeyance category since they are subjudice.

UNCLAIMED SHARES

Pursuant to the SEBI Circular and Regulation 39 of the 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'' with M/s. Karvy Stock Broking Limited. The details of shares lying in the unclaimed suspense account are provided below:

Description	No. of shareholders	No. of Equity shares of Rs.1 each
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	4,018	3,403,603
Number of shares transferred to the unclaimed suspense account during the year	0	0
Number of shareholders who approached issuer for transfer of shares from suspense account during the year	80	98,681
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	1,221	654,660
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	2,717	2,650,262

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

In accordance with provision of Companies Act and IEPF Rules, the Company is required to transfer the following amounts to IEPF:-

- Dividend amount that remains unpaid/unclaimed for a period of 7 years;

- Shares on which the dividend has not been paid/claimed for 7 consecutive years or more

Your Company in its various communications to the shareholders from time to time, request them to claim the unpaid/unclaimed amount of dividend and shares due for transfer to the IEPF account established by Central Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) including statutory modifications thereof, the Company publishes notice in newspapers and also sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them claim their rightful dues.

The details of dividend transferred during the year is provided below:

Dividend transferred to IEPF during the year

Financial Year	Type of Dividend	Dividend declared on	Amount transferred to IEPF (in Rs.)	Date of transfer to IEPF
2010-11	Interim Dividend	March 12, 2011	1,23,51,835.00	May 9, 2018
2010-11	Final Dividend	July 25, 2011	52,19,694.00	September 21, 2018
2010-11	Final Dividend	July 21, 2011	1,73,95,336.00	September 24, 2018
2010-11	Final Dividend	August 14, 2011	19,77,927.00	August 31, 2018
2011-12	Interim Dividend	October 24, 2011	56,27,575.00	December 19, 2018
2011-12	Interim Dividend	January 25, 2012	1,01,63,686.00	March 16, 2019
Total			5,27, 36,053.00

Unpaid dividend on the shares on which there was a specific order of court/ tribunal/ statutory authority restraining transfer of such shares and dividend thereon, were not transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 and Rule 6 of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 including statutory modifications or re-enactments thereof.

Dividend declared during the year transferred to IEPF

Financial Year	Type of Dividend	Dividend declared on	Amount transferred to IEPF (in Rs.)	Date of transfer to IEPF
2018-19	1st Interim Dividend 2nd Interim Dividend	October 31, 2018 March 6, 2019	3,99,58,228.00 43,48,395.40	November 22, 2018 March 18, 2019
Total			44,306,623.40

Shares transferred/credited to IEPF

During the year, the Company transferred 1,346,250 equity shares of Rs.1/- each comprising of 2,399 shareholders to IEPF.

The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 24, 2018 (date of last Annual General Meeting) on the Company''s website www.vedantalimited.com.Further, the details of equity shares transferred are available on the Company''s website 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 dividend/shares out of the IEPF can be accessed at www.iepf.gov.in.

The dates on which unclaimed dividend and their corresponding shares would become liable to be transferred to the IEPF during the FY 2020 is provided below:

Dividend to be transferred to IEPF during FY 2020

Dividend	Date of Declaration of Dividend	Due date for transfer to IEPF	Amount (As on March 31, 2019)
Final Dividend 2011-12	29-Jul-2012	28-Aug-19	18,12,052.50
Final dividend 2011-12	24-Apr-2012	7-Sep-19	1,01,03,138.00
Final Dividend 2011-12	25-Apr-2012	18-Sep-19	59,70,651.00
Interim Dividend 2012-13 (1st)	23-Oct-2012	28-Dec-19	64,03,296.90
Interim 2012-13	31-Oct-2012	5-Jan-20	44,62,555.00
Interim Dividend 2012-13 (2nd)	30-Oct-2012	4-Jan-20	14,49,220.00
Total			3,02,00,913.40

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has 54 subsidiaries (15 direct and 39 indirect) as at March 31, 2019, as disclosed in the notes to accounts.

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

Subsidiary companies formed/acquired:

- Vedanta Star Limited acquired on April 23, 2018

- Electrosteel Steels Limited acquired on June 4, 2018

As at March 31, 2019, the Company has 5 associate companies and joint ventures.

Associate Companies and Joint Ventures:

- RoshSkor Township (Pty) Limited

- Gaurav Overseas Private Limited

- Goa Maritime Private Limited

- Madanpur South Coal Company Limited

- Rampia Coal Mines and Energy Private Limited

As required under Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiaries, 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 Statement 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 statement of the subsidiaries and associate companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries.

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 available on the website of the Company at www.vedantalimited.com.A copy 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 be available for inspection by members at the Registered Office of the Company.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transaction (RPT) (RPT Policy) formulated in line with the provision of the Companies Act and Listing Regulations. The Policy may be accessed at www.vedantalimited.com.

The 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 detailed landscape of all RPTs to the Audit Committee, specifying the nature, value, and terms and conditions of the transaction is presented to the Audit Committee.

Also, a Related Party Transactions Manual-Standard Operating Procedures has been formulated to identify and monitor all such transactions.

During the fiscal 2019, 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 Companies Act and Listing Regulations.

Further, there have been no materially significant RPTs during the year pursuant to the provisions of the Companies Act and Listing Regulations. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your 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 future.

Iron-Ore Division - Goa Operations

Supreme Court (SC) in the Goa Mining matter in 2014 declared that the deemed mining leases of the lessees in Goa expired on November 22, 1987 and the maximum of 20 years renewal period of the deemed mining leases in Goa under the MMDR Act had also expired on November 22, 2007 and directed state to grant fresh mining leases.

Thereafter, various mining leases were renewed by the state government before and on the date the MMDR Amendment Ordinance 2015 came into effect (i.e. January 12, 2015).

These renewal of mining leases were challenged before the SC by Goa Foundation and others in 2015 as being arbitrary and against the judgement of the SC in the earlier Goa mining matter. The Supreme Court passed the judgement in the matters on February 7, 2018 wherein it set aside the second renewal of the mining leases granted by the State of Goa. The court directed all lease holders operating under a second renewal to stop all mining operations with effect from March 16, 2018 until fresh mining leases (not fresh renewals or other renewals) in accordance with the provisions of the MMDR Act, 1957 and fresh environmental clearances are granted.

Some mining lessees and other mining stakeholder have filed applications in the pending Abolition Act matter for resumption of mining in the State. The Central Government has also filed an early hearing application in the long pending abolition matter.

Copper Division

Copper division of Vedanta Limited has received an order from Tamil Nadu Pollution Control Board (TNPCB) on April 9, 2018 whereby they have rejected the Company''s application for renewal of Consent to Operate (CTO) for the 400,000 Metric Tonnes Per Annum (MTPA) Copper Smelter plant in Tuticorin.

In furtherance to the order of TNPCB rejecting the Company''s application, the Company decided to shut its Copper smelting operations at Tuticorin and has filed an appeal with TNPCB Appellate authority against the order. During the pendency of the appeal the TnPCB vide its order dated May 23, 2018 ordered disconnection of electricity supply and closure of the Company''s Copper Smelter plant. Post this the Government of Tamil Nadu on May 28, 2018 ordered the permanent closure of the plant. The Company challenged the same in the National Green Tribunal which passed a favourable order for reopening of the plant. The order was appealed by the TNPCB and the State of Tamil Nadu in the Supreme Court.

The Supreme Court passed an order upholding the appeal and directing the Company to approach the Madras High Court for relief. The Company has filed a writ petition in the Madras High Court that is currently pending adjudication.

In a separate proceeding, the Madurai Bench of the Madras High Court in a PIL filed against the Company, has stated that the application for renewal for Environmental Clearance for Copper Smelter Plant 2 project, shall be processed after conduct of mandatory public hearing and the application shall be decided by the competent authority on or before September 23, 2018. In the interim, the High Court ordered us to cease construction and all other activities on site for the proposed expansion project with immediate effect. Separately, SIPCOT through its letter dated May 29, 2018, cancelled 342.22 acres of the land allotted to us for the proposed expansion project. The Company challenged the same in the High Court which passed an interim stay on the withdrawal of land allotment.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

ANNUAL RETURN

An extract of the Annual Return in prescribed form MGT-9 is annexed hereto as ''Annexure C'' to the Directors'' Report.

BUSINESS RESPONSIBILITY REPORT & SUSTAINABILITY REPORT

-The safety of our workforce

- Environmental management

-Retaining our social licence to operate

-Diversity of workforce and equal opportunities

In pursuance of our commitment to responsible business and in compliance with Listing Regulations, a Business Responsibility Report ("BRR”) which describes the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

Our strategy continues to focus on delivering long-term value and growth to our shareholders through diversified portfolio of large, long life and low-cost assets. At Vedanta, we understand the value of a unified sustainable development agenda that goes beyond compliance.

We manage our business in a sustainable manner, ensuring we have effective and appropriate business processes and behaviours in place, focussing on health and safety management and responsibly managing our environmental impacts and preserving biodiversity. We aim to create a culture based on our values which ensures the professional growth and personal well-being of our entire workforce.

Your Company also publishes the Sustainability Report annually which is based on Global Reporting Initiatives (GRI) Standards. The Sustainability report is available on the website of the Company at www.vedantalimited.com

AWARDS AND ACCOLADES

Your Company has been winning accolades for its unique innovations and contributions to the stakeholders & society. Such recognitions are a testimony to the growth, emphasis on being a safe operator and commitment towards delivering value to our people, investors and stakeholders.

During the year, we won multiple awards and recognition.

The details of the same are provided in separate section in the Annual Report.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the financial year till the date of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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 E''.

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

(Rs. in crore)

	Year Ended	Year Ended
Description	March 31, 2019	March 31, 2018
Expenditure in foreign currency	3,459	1,551
Earnings in foreign currency	18,596	28,394
CIF Value of Imports	18,633	28,900

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirms that:-

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

(b) they have selected such accounting policies and applied them consistently and made judgements 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. March 31, 2019 and of the profit and loss of the Company for that period;

(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.

ACKNOWLEDGEMENT

Your Board takes this opportunity to convey their sincere appreciation to all employees for their dedicated services, firm commitment and collective contribution to the goals, mission and vision of the Company.

We would also like to express our sincere gratitude to all our stakeholders for their endless faith in their Company.

The Directors further take this opportunity to acknowledge the support and assistance extended to us by the Government, Bankers, Stock Exchanges, Financial Institutions and Communities, Shareholders and Investors.

Together, we will continue to benefit from, and contribute to, one of the fastest-growing economies in the world and add value for our shareholders.

We look forward to delivering another year of value adding growth.

For and on behalf of the Board of Directors

Place: Mumbai Navin Agarwal

Dated: May 7, 2019 Executive Chairman

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Mar 31, 2018

Directors’ Report

Dear Shareholders,

The Board of Directors presents the Company’s Annual Report, together with the audited financial statements for the financial year ended March 31, 2018.

During the year, your company focused on generating cash flows across all businesses, deleveraging the balance sheet and delivering superior shareholder return through disciplined capital allocation. The profitability improvement has been driven by production ramp-up and complemented by the strong commodity market. There was record production at Zinc India, aluminum and copper business.

We expect FY 2019 to be another productive year for your company with ramp-ups across Zinc, Oil & Gas and Aluminum businesses continuing. The next phase of growth projects announced during the year, set a strong base for the future. With a strong balance sheet and a clear capital allocation strategy, we are confident about Vedanta’s prospects for the coming years and are optimistic about the long-term outlook for the global resources sector.

Financial Highlights for FY 2017-18

- Revenue increased by 22% to Rs, 92,922 crore (FY 2017: Rs, 76,168 crore) driven by firm commodity prices and volume ramp up

- EBITDA increased by 19% to Rs, 25,470 crore (FY 2017: EBITDA:

Rs, 21,437 crore)

- Robust EBITDA margin¹ of 36% (FY 2017 39%)

- Free cash flow (FCF) post capex for the year at Rs, 7,870 crore (FY 2017: Rs, 13,312 crore)

- Gross debt at Rs, 58,159 crore, reduced by Rs, 13,410 crore during the last 12 months (including repayment of Rs, 7,908 crore of temporary borrowing at Zinc India offset by issuance of preference shares)

- Net debt at Rs, 21,958 crore (FY 2017: Rs, 8,099 crore) higher on account of special dividends paid and acquisition of AvanStrate Inc. (ASI)

- Attributable PAT (before exceptional items and DDT) increased by 10 % to Rs, 8,026 crore (FY 2017: Rs, 7,323 crore)

- Crisil upgraded the Company’s Rating from AA/Stable to AA/ Positive

- Contribution of Exchequer of Rs, 33,000 crore including dividends.

- Strong financial position with cash and liquid investments of Rs, 36,201 crore

- Record interim dividend of Rs, 7,881 billion by Vedanta Ltd in March 2018

Financial Performance Summary

Your Company’s financial highlights in accordance with IND AS are provided below:

(Rs, in Crore)

		Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31,	March 31,	March 31,	March 31,
Particulars	2018	2017	2018	2017
Net Sales/Income from Operations	45,974	38,540	92,923	76,171
Profit from operations before other income, finance costs and exceptional items	3,851	3,665	18,881	15,040
Other Income	3,866	9,705	3,574	4,581
Finance costs	3,900	3,896	5,783	5,855
Net exceptional items gain/(loss)	5,407	1,324	2,897	(114)
Profit /(loss) before tax	9,224	10,798	19,569	13,652
Tax expense/(credit)	1,968	(271)	5,877	2,333
Net Profit/(loss) after tax	7,256	11,069	13,692	11,316
Share of profit/(loss) of associate	NA	NA	0	(3)
Minority Interest	NA	NA	3,350	4,358
Net Profit after taxes, minority interest and consolidated share in profit/(loss) of associate
and before other comprehensive income	7,256	11,069	10,342	6,958
Paid-up equity share capital (Face value of Rs,1 each)	372	297	372	297
Reserves excluding revaluation reserves as per balance sheet	78,941	79,396	63,136	60,128
Basic EPS after exceptional items	19.47	29.04	28.3	23.47
Transferred to General Reserve	Nil	NIL	NIL	NIL
Interim Dividend	7,881	7,099	7,881	7,099

Consolidated Financial Statement

The Company announces its Consolidated Financial Results on a quarterly basis. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations), the Consolidated Financial Statement of the Company and its subsidiaries, 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 Statement of the Company. Pursuant to Section 129(3) of the Companies Act 2013 (the Act), a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated financial statements of the Company along with

relevant notes and separate audited accounts of subsidiaries are available on the website of the Company. A copy 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 be available for inspection by members at the Registered Office of the Company.

Operational Highlights for FY 2017-18

In line with Vedanta’s stated strategic priority of production growth through continued ramp up at Aluminum and Zinc India business, we delivered strong operational performance driven by record production at Aluminum (exit capacity c.2.0 MT), Zinc India and Copper India. During the year, we also announced next phase of growth projects in Oil & Gas and Copper India and continued to work on the Gamsberg project for commencement of production in mid CY2018.

Some of the key operational highlights for FY 2018 are:

- Record annual production at Zinc India and Aluminum business

- Oil & Gas: Mar 18 Exit run rate of 200,000 boepd; Growth projects on track to enable significant volume growth in FY 19

- Zinc International : Gamsberg project on track with production expected by mid CY 2018

- Aluminum: Record annual production at 1.7mt; with an exit run rate of c.2.0 mtpa

- Iron Ore: Increase in company-wise mining cap allocation in Karnataka expected in Q1 FY2019

- Power: 1,980 MW Talwandi Sabo Power Plant operating at 93% availability in Q4FY 18

Capital Expenditure

We continue to take a disciplined approach to growth through prudent capital allocation. During the year FY 2018, we commenced the next phase of growth in our Oil & Gas business with a near term target of about 300kboepd. With positive fundamentals in place, we have also commenced the expansion of the 400kt copper smelter at Tuticorin in Southern India to 800kt. Completion of this project will place Tuticorin as one of the largest single-location copper smelting complexes in the world. Both these projects are having robust returns. The Zinc projects both at Zinc India & Zinc International are progressing well. We are geared up for commencement of production at the Gamsberg project from Mid Calendar Year 2018 (CY 2018).

During FY 2018, we have spent Rs, 5,306 Cr on Growth projects and it is likely to be higher around Rs, 9,700 Cr in FY 2019 primarily driven by higher capex at Oil & Gas.

Dividend

The Board of Directors approved the payment of 1st interim dividend @2120% of INR 21.20 per equity share of Rs, 1 each on March 13, 2018. In view of the record interim dividend declared in March, 2018, no final dividend is recommended.

The Board of Directors further approved a Dividend @7.5% p.a. on the Redeemable Non-Convertible Preference Shares (Preference Shares) of face value Rs, 10/- each as per the terms of issuance.

These preference shares were issued and allotted on April 28, 2017 pursuant to the Scheme of Arrangement between shareholders and creditors of Vedanta Limited and Cairn India Limited (“Scheme”) and the dividend was payable uptil the end of the Financial Year March 31, 2018.

Transfer to General Reserve

The Company proposes NIL transfer to General Reserve out of its total profit of Rs, 7256 Crore for the financial year.

Share Capital

The Authorized Share Capital of the Company is Rs, 74,12,01,00,000 divided into 44,020,100,000 (Four Thousand Four Hundred and Two Crores and One Lakh only) number of equity shares of Rs, 1/- (Rupee One) each and 3,010,000,000 (Three Hundred and One Crore) Preference Shares of Rs, 10/- (Rupees Ten) each.

Bidding under Insolvency and Bankruptcy Code 2016

Under the Insolvency and Bankruptcy Code 2016, the Reserve Bank of India (RBI) mandated banks to refer their defaulting customers/ NPA accounts to National Company Law Tribunal (NCLT). The companies referred to the NCLT for initiating insolvency proceedings, included few steel companies with significant production capacity.

Whilst globally, following two decades of significant steel expansion in China, global steel capacity is high, India remains a significant exception to this. Given India’s size of economy, population and existing steel capacity it is expected that the steel sector in India will grow rapidly over the coming few years. In view of this and the synergies from its Iron ore business, your Company bid for two of the steel assets up for auction. The companies under consideration own state of the art and technologically advanced steel plants. These acquisitions will provide your Company ready operating capacities instead of investing time and effort in a Greenfield project.

On March 31, 2018, your Company was declared as the successful resolution applicant by the Committee of Creditors for Electro steel Steels Limited (“ESL”) under the Corporate Insolvency Resolution Process of the Bankruptcy Code, and received a letter of intent from the Committee of Creditors. The Company has accepted the terms of the letter of intent and the closing of the transaction will be subject to compliance with applicable regulatory requirements and the final terms approved by the NCLT.

The Company’s other bid is for a steel asset in Gujarat, India. The auction process and evaluation of bids for this asset is on-going.

Credit Rating

Your Company is rated by CRISIL Limited (CRISIL) and India Ratings and Research Private Limited (India Rating) for its banking facilities in line with Basel II norms.

During the year, CRISIL changed the outlook on Company’s long-term bank facilities and its Non-Convertible Debentures (NCDs) programme to CRISIL AA / Positive Outlook from CRISIL AA / Stable. The Company has the highest short-term rating on its working capital and Commercial Paper programme at CRISIL A1 . The agency expects that the structural improvement in cost structure along with continued focus on deleveraging shall help improve the credit profile of your Company. The agency shall be guided by extent of gross debt and structural improvements in business driving the lower leverage levels for further positive rating action.

India Ratings changed the Company’s ratings on long-term scale to IND AA / Positive from IND AA / Negative during the year and short-term rating are maintained at IND A1 . The agency is monitoring the improvement in leverage along with ramp-up of operations to upgrade the ratings while resolving the outlook.

Sustainability

Your Company’s Sustainable Development is integral to the core business strategy. We continue to be a transparent and responsible corporate citizen; committed to a ‘social license to operate’ and partner with communities, local governments and academic institutions to help catalyze socio-economic development in the areas where we operate.

The Company reaffirms its Core Values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, which are the basis of Company’s Sustainable Development Model. The model continues to be centered on the four strategic pillars: Responsible Stewardship; Building Strong Relationships; Adding and Sharing Value; and Strategic Communications.

With the Sustainable Development model, we built the Sustainable Development framework, which is aligned to global best practices and standards, including the United Nations Global Compact’s (UNGC) 10 principles; the International Finance Corporation (IFC) performance standards; the International Council on Mining and Metals (ICMM) principles; UN Sustainable Development Goals (SDGs); and the Organization for Economic Cooperation and Development (OECD) promoted Multinational Guidelines.

This robust framework provides the business and the leadership teams the parameters on which to assess, monitor, review key sustainability priorities, such as safety, health, environment, stakeholder engagement and community development activities, as per the Company’s approach on ‘social license to operate’.

The Vedanta Sustainability Assurance Programme (VSAP) has been the bedrock in promoting transparency and compliance of all our businesses with the Group’s Sustainable Development Framework. In continuation with last year, the big focus areas have been on implementation of six key safety performance standards across the Group; VSAP process has categorically focused on compliance level to these standards and highlighted areas of improvement.

During the year, we focused heavily on safety performance of your businesses under the overarching umbrella of Health, Safety and Environment (HSE) best practices. Community engagement and development programmes were geared with emphasis on need assessments and longevity of the project and related outcomes/ benefits.

Our resolve is strong and we continue to work towards achieving zero harm.

Vedanta’s teams across businesses are driving various capacity-building and behavioral programmes. Our awareness campaigns aim to entrench a culture of safety and risk awareness. Training programmes on ‘Making Better Risk decisions’ is one such programme rolled out across the businesses to improve safety decision making of leaders at all levels, particularly those on the front line. Similarly, ‘Experience Based Quantification’ (EBQ) using Bow Tie Risk Assessment methodologies were utilized to identify critical risks from safety and environmental perspective for key businesses. In FY 2017-18, over 874,296 hours of safety training were delivered to employees and contractors.

After an encouraging COP21 conference in Paris, which resulted in more than 174 countries ratify the agreement, the global climate agenda continues to push ahead, despite the United States withdrawing from the agreement. India, which had set ambitious targets of reducing its carbon intensity by 33-35% by 2030 and to source 40% of its electric power from non-fossil fuel based sources, continues to move forward to meet those targets.

Our Company remains committed to decreasing its carbon footprint. Last year we stated our expectation to reduce our GHG intensity by 16% from a 2012 baseline by 2020. This expectation emerged from the Carbon Forum that was constituted to develop our carbon strategy and provide governance on the risk to business from climate change.

Our businesses have made significant progress on our GHG reduction commitment. Hindustan Zinc Limited and Oil & Gas business have committed to increase their investment in solar power, while other businesses have made significant improvements in their process efficiencies, thereby reducing their GHG intensity emissions. As of March 31, 2018, we had been able to achieve about 14% reduction in our GHG intensity from our baseline number. We are confident of achieving our target by 2020.

We are also committed to develop an internal carbon price mechanism to manage our climate related financial risk. We believe that climate resilience is the best approach we can take to safeguard our climate related business risks and we are committed to work with all our stakeholders in achieving this goal.

We ensure that our Biodiversity Management Plans are in place, and our environmental footprint follows the most rigorous global standards. We have developed specific objectives and targets, particularly with regards to water and energy management.

Finding innovative ways to reduce waste is a priority for us. We remain committed to our agenda of “Zero Harm, Zero Waste, Zero Discharge”. This year we are able to recycle more than 90% of the fly ash that was generated at our power plants. Large volumes of our high-calorific hazardous wastes are also sent to the cement industry to be used as clinker fuel, thereby preventing them from being sent to secure landfills. This year, we have recycled 83% of our overall High Volume and Low Effect waste in sustainable applications and are continuing to develop new and innovative ways to increase the proportion of waste we recycle.

We are present in some of the world’s most unique, remote and underdeveloped regions. We are committed to respect, learn from and create a shared understanding with our communities. Connecting with our communities is not just the right thing to do; it is a fundamental imperative of our ‘license to operate’.

Our spend on our social investment and CSR programmes thereby reaffirm our commitment to ensuring the well-being of the communities who live in proximity to our operations.

Periodic meetings with Socially Responsible Investors (SRI) and lenders were undertaken and an update was provided in the Group Sustainability Committee meeting.

This year, we encountered strong opposition from the local community to our plant in Tuticorin. We are working with the communities as well as the regulatory bodies to arrive at a solution to the questions raised. We are committed to responsibly run our operations.

We remain positive that our overall sustainability journey is headed in the right direction. Our sustainability framework is robust and in line with global practices on engaging with civil society, communicating performance on community development, human rights as well as addressing legacy issues. We are confident that it will help us achieve higher levels of performance in the years to come.

A separate detailed report on Company’s Sustainability Development also forms part of the Annual Report.

Digitalization & Technology

The technology landscape is continuously changing at a rapid pace. This dynamic change creates an opportunity to adopt and develop competitive advantage. Adapting cutting edge technology to create incremental value is in Company’s DNA. The agility to inculcate technology as part of business has been demonstrated over the years in each sphere of business.

In the current environment, Company recognizes the need to develop a comprehensive digital strategy and drive transformational change across the organization that instills digital expertise in all facets of the business and creates value proposition for all its stakeholders.

In order to manage the complex digital transformations across business units, the Company has taken on board resources for the position of ‘Chief Digital Officer’ (CDO) in each of its key business unit. These resources have brought global expertise in digital transformation initiatives. This position is an integral part of the Business Executive Committee. These positions are part of the top thought leadership and shall have the critical responsibility for developing and implementing Company’s digital strategy.

Your Company is committed to adopt digital technology in the organization to make data driven decisions, to generate efficiencies, improve planning, lower risk, create safer working environments while unlocking more value from the resources.

The Company is also institutionalizing ‘new ways of working’ through these digital-led business transformation programmes including:

- Adopting agile approaches accelerating time to business value;

- Taking a more persona-centric and design-thinking led approach on new digital business solutions design;

- Driving a Minimum Viable Product (MVP) based approach in progressively industrializing digital business solutions;

- Re-skilling and cross-skilling teams for new age technologies and skills.

A series of measures have been put in place to drive the digital transformation across business units. Some of these key initiatives include:

- Use of Drones for Pipeline monitoring & Mining Stockpile Measurement;

- Digitalization of underground mining operations at HZL (SKM & RAUG);

- Integrated Operations thru Connected Assets at Oil & Gas;

- Big Data Analytics & Decision Support for Predictive Maintenance at Oil & Gas;

- Asset Optimization using Predictive Maintenance at Sterlite Copper;

- Smart Ore Digitalization Project at Gamsberg in Zinc International;

- Integrated Mine Operations Management System at Iron Ore;

- Asset Optimization using Machine Learning at Iron Ore;

- Coal Supply Chain Digitalization at Aluminum business, Jharsuguda.

The focus for FY2019 shall be scale up the transformation efforts and reap the benefits of technology adaption.

Corporate Social Responsibility

Your Company works towards a larger goal of creating enduring value for the communities it works in. Towards that end, we undertake various need based community programmes as part of our Corporate Social Responsibility (CSR). Putting the last as first being the top most priority, the Company has committed to align its CSR activities to the evolving and dynamic priorities of Nation and State besides local needs.

For almost all our programmes, a bottom up community engagement approach is a non-negotiable. This collaborative approach ensures community ownership, suitable project design, effective delivery and post-project sustainability. Apart from communities, we also strongly believe in partnering with government agencies, development organizations, corporates, civil society organizations & community based organizations to carry our durable and meaningful initiatives.

All our CSR programmes are governed by the Vedanta CSR Policy, the Technical Standard 19, and each entity specific Standard Operating Procedures for CSR. The documents are periodically revised. Further, in order to benefit from diverse perspectives, and in keeping with a culture of collective leadership, Vedanta has formed a CSR Council. The council comprises of business leaders and CSR executives from the different Business Units. The Council is responsible for governance, synergy and cross-learning across the Group CSR efforts. It meets every month and reviews the performance, spends and outcome of CSR programmes for all Business Units. The council is instrumental in implementing improvement projects to create a seamless enabling eco-system for Business Units to carry out best-in-class community development programmes.

We have a CSR Committee comprising majority of Independent Directors. The Committee provides strategic direction for CSR activities, and approves its plans and budgets. It also reviews the programmes and guides the CSR Teams towards running well-governed and impactful community programmes.

Brief Overview on Community Development Programmes for 2017-18 is as under:

1. Nand Ghar and Children’s Well-being Projects - The Nand Ghar Project is the company’s flagship national initiative, which aims to build new-age Anganwadis for ensuring the health and learning of young children in rural areas, and also as a platform for women’s empowerment and skilling. The Project ultimately aims to impact 85 million children and 20 million women across

1.37 million Anganwadis in the country. As on date, 101 Greenfield and 53 Brownfield Nand Ghars are operational across - states of the country. Construction is on-going at another 72 Greenfield and 200 Brownfield Nand Ghars.

Khushi is a Hindustan Zinc initiative, focusing on strengthening the functioning of the Integrated Child Development Services (ICDS) programme in 3089 Anganwadi centres of 5 Districts of Rajasthan. The programme is the largest such Public-Private-People initiative in the ICDS space covering 64,000 children in the age group of 3-6 years and aims to improve children’s attendance, retention, learning levels, health status and community engagement. Children’s attendance at these centres has gone up from 44% last year to 59% this year. A unique Anganwadi Grading Tool was developed and used to rate each one of the 3089 Anganwadis. 25,000 community meetings were held during the year, and community contributions equivalent to INR 5.43 million were mobilized.

2. Women’s empowerment - Vedanta is endeavouring to provide equal opportunities to women through multiple initiatives. Subhalaxmi Cooperative Society at Jharsuguda is one such flagship initiative of Vedanta Limited, Jharsuguda. Subhalaxmi, which started in 2008 with 10 women, has now emerged as one of the largest women’s cooperative in western Odisha with 3324 members and 280 Self Help Groups across 64 villages of 3 blocks of Jharsuguda. It started with INR 1000 as working capital and today it has accumulated corpus fund of more than INR 22 million with an average net profit of INR 6-7 lacs/annum. Loans of around INR 49.2 million were provided to women entrepreneurs for setting up their own micro enterprises in FY’18. Subhalaxmi now has a special fund called “UDYAMI FUND (Start-up Fund)” to support emerging & aspiring microentrepreneurs in Jharsuguda.

On similar lines, the Sakhi programme at HZL now has 1299 SHGs (Self-help groups) reaching to nearly 16,620 women. During the year, 9397 women took loans amounting to INR 79 million. The main purposes for which the loans were taken were household consumption, agriculture, health & sanitation, animal husbandry, including 280 women who used the loans to become entrepreneurs (either by setting up new or expanding existing enterprises).

3. Health Care - Health is another critical area of engagement for us, and we work to bring affordable healthcare within reach of our communities. Aarogya, a healthcare Initiative of the Company at Lanjigarh, is a commitment to improve the health status of less privileged community in Kalahandi region. Vedanta Hospital is a 20 bedded state of art medical facility well-equipped with doctors, physiotherapist and visiting specialists providing 24X7 ambulance service for referrals with a daily footfall of more than 150 patients. The hospital services are recognized for sickle cell detection, Rashtriya Bima Suraksha Yojana, Institutional delivery under Janani Suraksha Yojana, Cleft & Palate Surgery and Antenatal check-up under Pradhan Mantri Surakshit Matrutwa Abhiyan.

VMRF

Vedanta Medical Research Foundation (VMRF), a voluntary, non-profit organisation, has been initiated by Bharat Aluminium Company Limited, subsidiary company (BALCO), to contribute to the prevention, control and eradication of cancer and its related illnesses. VM RF’s first flagship initiative has been the establishment of ‘Balco Medical Centre’ - a 170-bed, state-of-the-art tertiary care oncology facility in Naya Raipur, in close proximity of our Aluminium plants at Korba, Lanjigarh and Jharsuguda. The proposed hospital envisages bringing modern, comprehensive and high quality medical care within the reach of the population of Central India in general and Chhattisgarh in particular.

Hospital at Kalahandi

With a commitment of ‘Giving back to Society’, Vedanta Limited has signed a Memorandum of Understanding (MoU) with Government of Odisha to establish a 500 bed hospital for Government Medical College at Bhawanipatna with an investment of '' 100 crores. The MoU was signed on March 27, 2018 at Odisha State Secretariat. The Hon’ble Chief Minister of Odisha congratulated Vedanta for coming forward to set up the hospital for Medical College and partner the Government in crucial areas of development for the people of Kalahandi.

4. Agriculture and Animal Husbandry - Given that most of our neighborhood communities still depend on agriculture and animal husbandry, we follow a livelihood development approach of integrating agriculture, dairy, water management, technology, farmer’s organizations and market outreach. Project Unnati, a Cairn CSR initiative, was set up to support the farmers of Barmer in enhancing their incomes through sustainable farming. As part of a MoU with Central Arid Zone Research Institute (CAZRI), Jodhpur - a unit of Indian Council for Agriculture Research (ICAR), 700 framers were trained in high tech farming techniques. This was supported by the installation of drips for 60,000 horticulture plants in 120 acres. As a result, this year, the farmers in Barmer have harvested over 60 tonnes of Ber, Gunda, and Anar.

5. Skilling the youth - Skill development is the need of the hour, and can have a huge impact on creating livelihoods opportunities for millions of families. Our aim is to channelize the untapped potential of youth and help them become employable in the growing economy. Vedanta IL&FS Institute of Skills at BALCO, Korba imparts ‘hands-on’ training to youth in five different trades - Industrial Stitching, Fitter Fabrication, Welding Assistant, Electrician and Hospitality. The Institute has provided assured placements to more than 6,700 students since operationalisation. Sterlite Copper’s Tamira Muthukkal project has provided skills training and employability to some 2,000 youth from the Thoothukudi district since its inception.

6. Environment protection & restoration - We understand the interdependency between our operations and the natural environment. As a natural resource company, our prime focus is on protecting and restoring nature. At Talwandi Sabo Power Limited, wholly owned subsidiary (TSPL), Mansa, Punjab, individual household level soak pits were constructed in partnership with MGNREGA and Gram Panchayat in 2 villages. Looking to the success of the project, Department of Rural Development, Punjab directed all 22 districts to replicate the same model on a pilot basis.

7. Sports & Culture - Sports and culture have the ability to attract and mobilize youth as well as foster stronger community bonding. Sesa Football Academy (SFA), an Iron Ore Business’s CSR initiative, was established in 1999 on a reclaimed mine at Sanquelim with a vision to become a premier academy in India. Until now, the Academy at Sanquelim has passed out 123 boys, some of whom have represented India internationally and many are pursuing their football career with major clubs. Seven alumni of SFA have played for the Indian national team and 8 are playing in the elite Indian Super League 2017-18 seasons. Taking forward the commitment and passion to nurture girl child through sports, SFA launched the ‘Vedanta Women’s Football League’ on November 6, 2017 with the support of Goa Football Association (GFA). Vedanta created history through this first of its kind league by providing women footballers a prominent platform to showcase their talent and skills. 137 women footballers hailing from all over Goa participated in this league through 6 teams and made it a grand success.

8. Community Infrastructure - While human development is the key, but infrastructure also plays an important role. Developing and maintaining social infrastructure are critical for rural development and over all nation building. Company is supporting operational villages in developing basic infrastructure in villages, such as school toilets, drinking water projects, sports infra, local drains, community centres etc. as per local needs.

During the year, the Company’s divisions spent INR 45.19 Crore on CSR activities, while on a consolidated basis it spent about INR 244.33 Crore on CSR.

A brief overview of CSR initiatives forms part of this Directors Report and is annexed hereto as Annexure A’.

Your Company’s CSR Policy addresses the Company’s commitment to conduct its business in a socially responsible, ethical and environmentally friendly manner; and to continuously work towards improving the quality of life of the communities in the areas where it operates.

The policy may be viewed here:

http://www.vedantalimited.com/media/85867/csr_policy_final.pdf Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is available as a separate section in this annual report.

Human Resources (HR)

Human resources play a significant role in your Company’s growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The significant focus areas during the year comprised the following:

V - Perform:

One Performance System for One Vedanta

V-Perform is a pan-Vedanta initiative to standardize the Performance Management System (PMS) system and process across all Vedanta Group companies by leveraging technology. This would enable the functions, teams and individuals in tracking performance, generating analytics and taking proactive decisions towards achieving Company’s overall business plan and targets.

The online V-perform portal delivers a consistent user experience for all ~12k professionals across Vedanta, starting from goal setting to the quarterly / mid-year appraisal and finally the year-end assessment. In addition to this, the portal facilitates open dialogue and feedback discussion between the managers and the team members to ensure transparency and efficiency in all PMS related activities.

As a next step toward enhancing our Safety performance at workplace and achieving our ultimate vision of “Zero Harm”, Safety Competency Assessment process was initiated as part of V-Perform to strengthen our existing Safety Management System by means of training, skills, experience and knowledge that an employee’s possess and their ability to apply them to perform a task safely which will enable to mitigate the risk and ensure that employees are well organized and safe all the time at Workplace.

Leadership Development and Talent Management

Internal Growth Workshops: Vedanta has always aspired to design an organization which is led by our “Leaders from Within”. Identifying internal talent and elevating them to enhanced leadership roles has been the driving factor in our journey of rapid growth. In line with this philosophy, the Group conducts ‘Chairman’s Internal Growth Workshops’ through which we have identified 500 high potential New Leaders till date across various functions in the Group’s businesses who have taken up significantly elevated roles and responsibilities. Meeting Growth Aspirations of the employees and ensuring Internal Mobility of High Quality Talent has been the highlight of this endeavor. The New Leaders have been empowered through various key strategic initiatives across the Group and regular feedback sessions which have ensured they are in the right track of being the “Leaders of Tomorrow”. Our Internal Growth Workshops have also enabled us to reduce our lateral hiring significantly for critical roles across the Group in past two years.

‘V Connect’ Initiative: The V - Connect programme was launched across Vedanta Group as one of a kind anchoring/ mentoring programme covering all 12,000 professionals with regular talent stories and anchoring conversations across all the businesses. It was launched in association with AON and the key output from this initiative has been to derive enhanced engagement levels from the employees. This initiative has also ensured transparent communication of organizational growth vision and key priorities in our roadmap for being the best in class employer in the industry. To facilitate smooth functioning of the programme, a specialized app

- “Aon Lead” was introduced. The App allows participants to schedule their connects; get latest business updates from around the globe; access to articles and videos that focus on effective leadership, skill-building; and participate in quizzes/learning challenges. Till date, more than 5000 conversations have been completed for the employees across Vedanta.

Right Management in Place (RMIP) - Strategic Hiring

In our endeavour to strengthen management teams across business, realigning the organisation structure and bridging the critical gaps in each of the business, we initiated recruitment drive along with the business for various leadership positions including Expats / Specialist Positions. Hiring for these positions was initiated with focus on recruitment from best practices companies / diversity.

During the year, we focused on building and strengthening HSE function and technical capability in the organization. We hired around 28 technical experts across businesses which include 10 global HSE experts to head the HSE function at each of our businesses in India and Africa and these individuals bring onboard rich and diverse experience from their past global organizations like BHP, Rio Tinto, BP, Sheel, Chevron, GE, DuPont, Alcoa, Anglo etc.

Global Internship Programme (GIP)

The Programme was introduced in FY 2016-17 with the aim to hire bright students from premier global university. Vedanta attracts first year MBA students from premier B-schools with the aim to create lasting business value by bringing on board world class talent. The B-Schools include Harvard, Wharton, INSEAD & London Business School among the international campuses and the top three IIM’s-Ahmedabad, Bangalore & Calcutta among the national campuses.

The interns work with top management, especially the C-suite on real-time projects impacting business directly. They work in a fast-paced dynamic team environment, and finish the internship having gained broad experience in various aspects of the natural resources industry.

The programme would help us in the following ways:

1. The Young Talent will bring in fresh insights and global benchmark practices to our business.

2. Add value by driving projects which leverage their analytical skills.

3. This Young Talent can potentially become Brand Ambassadors for Vedanta globally and help in building our Employer Brand. Approximately 39 students have been a part of the programme:

Last year we also launched a similar programme for full time hires VLDP- Vedanta Leadership Development Programme. In VLDP our focus is to hire full time employees from the top management and technology institutes which include IIM Ahmedabad, Bangalore, Calcutta and IIT Bombay, Kharagpur, Madras. The aim of VLDP is to build organizational capability for the future by bringing on board best-in-class young talent from premier institutes and developing them to be the future Leaders of Vedanta by providing them with the right induction, roles, opportunities, job rotations and anchoring.

During the first year 19 students joined and in the second year 28 students will be joining us for the programme.

“Vedanta’s unprecedented growth over the years is owing to its entrepreneurial culture and strong focus on continuous benchmarking and innovation. As part of this continuous improvement journey, Manpower Analytics forms an integral piece in the strategic decision making to embark on the next level of growth. The recent study conducted by a reputed firm on Manpower Analytics brought out some interesting facts -

- Vedanta believes in growth from within and giving enhanced roles to the High potential employees within the organization thereby maintaining the Value Systems and Culture fabric intact. The Pay for performance Culture emerged clearly during the study as the Mid Layer in the organizational pyramid came out to be higher than benchmark owing to early career growth and higher responsibilities at relatively younger experience level.

- Although Executive Diversity at Vedanta is one of the leading in the industry, the company has taken stringent targets to further bridge the gap and move upto 33% at Board & 20% at the professional employee population level. When looked at providing avenues for growth and higher compensation, the study also showcased that Vedanta is an equal opportunity employer.

- The Benchmarking exercise of comparing to the Global Best in the industry we operate in highlighted improvement Potential in Manpower Productivity.

During the year, Company has received recognitions at Forums like CII, Golden Peacock, Ek Kaam Desh Ke Naam (NGO) in fields of HR excellence, HR Tech and HR Innovation. The Company is committed to provide equal opportunities to all its employees, irrespective of gender, nationality and background.

Your Company’s, Jharsuguda unit has received special recognition towards their Commitment to Engagement. Aon Hewitt has acknowledged the efforts your organization is putting in, to be an Employer of Choice and its continued efforts on your journey towards being a Best Employer.

Employee Information and Related Disclosures

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is appended as Annexure B to the Report.

The information, as per Rule 5(2) of the Rules, forms part of this Report. However, as per 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 under Rule 5(2) of the Rules. The statement shall be available for inspection at the Company’s Registered Office and any Member interested in obtaining a copy of the said statement may write to the Company Secretary.

Employees Stock Option Plan

In order to motivate, incentivize and reward employees, your Company introduced ‘Vedanta Limited Employee Stock Option Scheme 2016’ (“the Scheme”) to provide equity based incentives to the permanent employees of the Company including holding/ subsidiary companies. The Scheme is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. The predetermined performance criteria shall focus on rewarding employees for Company performance vis a vis competition and also for achievement of internal operational metrics. The Scheme is currently administered through Vedanta Limited ESOS Trust (ESOS Trust) which is authorized by the Shareholders to acquire the Company’s shares from secondary market from time to time, for implementation of the Scheme.

The Company’s shareholders by way of postal ballot on December 12, 2016 have approved the Scheme.

During the year under review 10,088,960 options were granted to 2806 employees including Whole Time Director and Key Managerial Personnel.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014 (“Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on March 31, 2018 is annexed as Annexure C to this report and has also been uploaded on the Company’s website at www.Vedantalimited.com.

The stock option Scheme is in compliance with Employee Benefits Regulations and there have been no material changes to the plan during the financial year.

A certificate from M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company’s ESOS schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company’s Registered Office.

Vigil Mechanism

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director - Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralized database, a 24X7 whistle blower hotline and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistle blower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle Blower cases are periodically presented and reported to the Company’s Audit Committee. The details of this process are also provided in the Corporate Governance Report and the Whistle Blower Policy is posted on the Company’s website.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions, and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the period under review, 11 complaints were received and resolved. Seven employees were separated on account of complaints. Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Internal Financial Controls

Your Board has devised systems, policies and procedures / frameworks, which are currently operational within your Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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. It also follows a half-yearly process of management certification through the Control Self-Assessment framework, which includes financial controls/exposures.

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 Audit Committee 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 Audit Committee. 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, focusing 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 Audit Committee.

The Company is also required to comply with the Sarbanes Oxley Act Sec 404, which pertains to Internal Controls over Financial Reporting (ICOFR). Through the SOX 404 compliance programme, which is aligned to the COSO framework, the Audit Committee and the Board also gains assurance from the management on the adequacy and effectiveness of 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 SEBI Listing Regulations and SOX compliance by the Statutory Auditors, the CEO and CFO recommend to the Board continued strong internal financial controls.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. 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.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the Audit Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/ framework of internal financial controls viz. the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Risk Management

Your businesses are exposed to a variety of risks, which are inherent to a global mining and resources organization. The effective management of risk is critical to support the delivery of the Group’s strategic objectives. Risk management is embedded in the organization’s processes and the risk framework helps the organization meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board.

As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which is part of the Board’s Report and is available as a separate section in this Annual Report.

Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Risk Management Committee supports the Audit Committee and the Board in developing the group-wide risk-management framework. Risks are identified through a consistently applied methodology. The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

For a detailed risk analysis, you may like to refer to the risk section in the Management Discussion Analysis Report which forms part of this Annual Report.

Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is provided as a separate chapter in this Annual Report.

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 future:

1. Iron-Ore Division - Goa Operations

Supreme Court in the Goa Mining matter in 2014 declared that the deemed mining leases of the lessees in Goa expired on 22.11.1987 and the maximum of 20 years renewal period of the deemed mining leases in Goa under the MMDR Act had also expired on 22.11.2007 and directed state to grant fresh mining leases.

Thereafter, various mining leases were renewed by the state government before and on the date the MMDR Amendment Ordinance 2015 came into effect (i.e. January 12, 2015).

These renewal of mining leases were challenged before the SC by Goa Foundation and others in 2015 as being arbitrary and against the judgment of the SC in the earlier Goa mining matter. The Supreme Court passed the judgment in the matters on February 7, 2018 wherein it set aside the second renewal of the mining leases granted by the State of Goa. The court directed all lease holders operating under a second renewal to stop all mining operations with effect from March 16, 2018 until fresh mining leases (not fresh renewals or other renewals) in accordance with the provisions of the MMDR Act, 1957 and fresh environmental clearances are granted. For further course of action we are in the process of evaluation and are awaiting clarity from the government.

2. Copper Division

Copper division of Vedanta Limited has received an order from Tamil Nadu Pollution Control Board on 09.04.2018 whereby they have rejected the Company’s application for renewal of Consent to Operate (CTO) for the 400,000 Metric Tonnes Per Annum(MTPA) Copper Smelter plant in Tuticorin. In furtherance to the order of TNPCB rejecting the Company’s application, the Company decided to shut its Copper smelting operations at Tuticorin and has filed an appeal with TNPCB Appellate authority against the order. During the pendency of the appeal the TNPCB vide its order dated May 23, 2018 ordered disconnection of electricity supply and closure of the Company’s Copper Smelter plant. Post this the Govt of Tamil Nadu on May 28, 2018 ordered the permanent closure of the plant. The Company is taking all the necessary steps to restart its operations in Tuticorin.

In a separate proceeding, the Madurai Bench of the Madras High Court in a PIL filed against the company, has stated that the application for renewal for Environmental Clearance for Copper Smelter Plant 2 project, shall be processed after conduct of mandatory public hearing and the application shall be decided by the competent authority on or before September 23, 2018. In the interim, High Court ordered the company to cease construction and all other activities onsite for the proposed project. The company is taking all necessary steps to restart the project.

Board of Directors Appointment(s)

The Board on the recommendation of the Nomination & Remuneration Committee (NRC) at its meeting held on March 13, 2018, approved the appointment of Mr. UK Sinha (DIN: 00010336), as an Additional Non Executive Independent Director w.e.f. March

13, 2018 to August 10, 2021. The appointment is subject to the approval of the Members at the ensuing Annual General Meeting (AGM).

Mr. Sinha has served as the Chairman of SEBI from February 2011 to March 2017. He was instrumental in bringing about key capital market reforms. Under his leadership, SEBI introduced significant regulatory amendments to the various acts enhancing corporate governance and disclosure norms.

Mr. K. Venkataramanan and Mr. Aman Mehta were appointed as Independent Non Executive Directors w.e.f April 01, 2017 and May 17, 2017 respectively and Ms. Priya Agarwal was appointed as a Non Executive Director w.e.f. May 17, 2017. The said appointments were confirmed by the Members at the 52^nd AGM on July 14, 2017.

Mr. Kuldip Kumar Kaura was appointed as an Interim CEO of the Company w.e.f September 01, 2017. In his over four decades of experience across engineering and mining roles, Mr. Kaura has served at senior levels in various reputable companies, including Vedanta Resources Plc as Chief Executive Officer, Managing Director at ABB, India and Managing Director and Chief Executive Officer of a cement major in India, ACC Limited (LafargeHolcim).

Re-appointment(s)

In accordance with the provisions of Act and the Articles of Association of the Company, Mr. GR Arun Kumar (DIN:01874769), Whole Time Director & CFO, is retiring by rotation and has offered himself for re-appointment.

Further, on the recommendation of the Nomination &

Remuneration and based on the performance evaluation, the Board through circular resolution dated January 20, 2018 reappointed Mr. Ravi Kant & Ms. Lalita D Gupte as Independent Directors for a second and final term from January 29, 2018 till August 10, 2021. The reappointment is subject to the shareholder’s approval at the forthcoming AGM.

The Board on the recommendation of the NRC reappointed Mr. Tarun Jain as the Company’s Whole Time Director for a further period from April 01, 2018 till March 31, 2019. The appointment is subject to the shareholder’s approval.

Brief profiles of Mr. UK Sinha, Mr. Ravi Kant, Ms. Lalita D Gupte,

Mr. Tarun Jain and Mr. GR Arun Kumar along with the disclosures required pursuant to SEBI Listing Regulations and the Act are given in the Notice of the AGM.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

All Independent Directors have provided declarations that they meet the criteria of independence as laid out under Section 149(6) of Act and the SEBI Listing Regulations.

Cessation(s)

We express our profound grief and sorrow over the sad demise of Mr. Naresh Chandra on July 09, 2017 who served as an Independent Director of your Company. Mr. Chandra was a statesman and a visionary, and was instrumental in the industrial reforms and progressive policies. The Board places its deep sympathy and condolences to his family.

Mr. Thomas Albanese superannuated as the Whole Time Director and CEO of the Company w.e.f. August 31, 2017.

The Board places on record its appreciation for the valuable services and significant contribution rendered by Mr. Albanese during his tenure.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

Key Managerial Personnel

The following Directors/Executives are KMPs of the Company during Fiscal 2018:

Mr. Navin Agarwal, Executive Chairman Mr. Tarun Jain, Whole Time Director

Mr. GR Arun Kumar, Whole Time Director & Chief Financial Officer Ms. Bhumika Sood, Company Secretary & Compliance Officer

Number of Board Meetings

The Board of Directors met nine times during the year. The details of Board Meetings are laid out in Corporate Governance report, which forms a part of this annual report.

Audit Committee

The composition of the Audit Committee is in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. As on March 31, 2018, the Audit Committee of the Board comprises of four (4) Non-Executive Directors all of whom are Independent. The Chairperson of the Audit Committee is a Non-Executive Independent Director.

The Board has accepted all recommendations made by the Audit Committee during the year.

Auditors

- Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E) were appointed as Statutory Auditors of your Company at the AGM held on June 29, 2016 for a term of five consecutive years i.e., until the conclusion of the 56^th AGM. M/s S.R. Batliboi & Co. LLP have confirmed their independence and eligibility under the provisions of the Act & SEBI Listing Regulations.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

- Cost Auditor

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of your Company has on the recommendation of the Audit Committee, approved the appointment of M/s Shome and Banerjee as Cost Auditors for its oil & gas Business and M/s Ramnath Iyer & Co as Cost Auditors for its copper, aluminium, iron ore and electricity Business to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2018 at a remuneration of '' 5,00,000 p.a and '' 14,00,000/-p.a (plus applicable taxes and reimbursement of out of pocket expenses, if any), respectively. Further M/s Ramnath Iyer & Co have been appointed as the Lead Cost Auditors of the Company.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014, the Company has appointed M/s Chandrasekaran & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2018. The Report of the Secretarial Audit in Form MR-3 is annexed herewith as Annexure D. The Secretarial Audit Report does not contain any qualifications, reservation, adverse remarks or disclaimer.

Subsidiaries/Joint Ventures/Associate Companies

The Company has 52 subsidiaries (15 direct and 37 indirect) as at March 31, 2018, as disclosed in the accounts.

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

Subsidiary companies formed/acquired:

- Avanstrate (Japan) Inc. (ASI) acquired on December 28, 2017

- Avanstrate (Korea) Inc. acquired on December 28, 2017

- Avanstrate (Taiwan) Inc. acquired on December 28, 2017

- Vedanta Star Limited incorporated on April 23, 2018

As at March 31, 2018, the Company has 5 associate companies and joint ventures.

Associate Companies and Joint Ventures:

- RoshSkor Township (Pty) Ltd

- Gaurav Overseas Private Limited

- Goa Maritime Private Limited

- Madanpur South Coal Company Limited

- Rampia Coal Mines and Energy Private Limited

Details of Loans/Guarantees/Investment made by the Company

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 statement (Please refer to Notes to the standalone financial statement).

As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Company’s website: www.vedantalimited.com.

Transfer of Unpaid and Unclaimed amounts to Investor Education and Protection Fund (IEPF)

The Company sends letters to all shareholders, whose dividends are unclaimed so as to ensure that they receive their rightful dues.

During the year, the Company has transferred a sum of '' 1,49,03,948/- to Investor Education & Protection Fund (IEPF), the amount which was due & payable and remained unclaimed and unpaid for a period of seven (7) years as provided in Section 125 of the Act and the rules made thereunder. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

In accordance with the provisions of the Section 124(6) of the Act and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules), the Company is required to Transfer 10,60,879 equity shares of Re.1 each held by 986 shareholders to IEPF. The said shares correspond to the dividend which has remained unclaimed for a period of seven consecutive years from the financial year 2009-10. The equity shares wherein, disputes are pending and Court Order(s) are Nil. All the remaining shares, as mentioned above, have been transferred to IEPF. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules.

The Company has already sent a specific communication to the concerned shareholders at their address registered with the Company and also published notice in The Free Press Journal and Navshakti providing the details of the shares due for transfer and to enable shareholders to take appropriate action.

Fixed Deposits

As reported last year, the Company has discontinued the renewal of its fixed deposits on maturity. As at March 31, 2018, all fixed deposits had matured, while deposits amounting to '' 54,000 remained unclaimed. Since the matter is sub judice, the Company is maintaining status quo.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed hereto as ‘Annexure E’

Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transaction (RPT) which is also available on Company’s website (http://www.vedantalimited.com/investor-relations/ corporate-governance.aspx). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Company presents a detailed landscape of all RPTs to the Audit Committee, specifying the nature, value, and terms and conditions of the transaction. The Company has developed a Related Party Transactions Manual-Standard Operating Procedures to identify and monitor all such transactions.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

During the Fiscal 2018, there have been no materially significant RPTs between the Company and Directors, management, subsidiaries or relatives, as defined under Section 188 of the Act and Regulations 23 the SEBI Listing Regulations.

Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

Material Changes & Commitment affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the Fiscal 2018 till the date of this Report.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings And 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 F’

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

(Rs, Crore s)

	Year Ended	Year Ended
	31 March,	31 March,
Particulars	2018	2017
Expenditure in foreign currency	1,551	1,282
Earnings in foreign currency	28,394	21,138
CIF Value of Imports	28,900	19,322

Directors Responsibility Statement

Pursuant to section 134 of the Act, with respect to Directors’ Responsibility Statement it is hereby confirmed that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed and there is no material departures from the same;

b. your Directors 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, 2018 and of the profit and loss of the Company for that period;

c. your Directors 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. your Directors have prepared the annual accounts on a going concern basis;

e. your Directors 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. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leader.

The Board also extends its appreciation for the support and co-operation your Company has been receiving from its customers, vendors, dealers, investors, suppliers, business associates and others associated with the Company. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to build and nurture relationships with all its stakeholders.

The Directors also take this opportunity to acknowledge the support and assistance extended to us by the Government of India, various State Governments and government departments, financial institutions, bankers, stock exchanges, communities, shareholders and investors at large for their continued support.

For and on behalf of the Board of Directors

Place: Mumbai Navin Agarwal

Dated: May 03, 2018 Executive Chairman

---

Mar 31, 2017

Dear Shareholders,

The Board of Directors (Board) presents the Company’s Annual Report, together with the audited financial statements for the financial year ended March 31, 2017.

The Company remains focused on cash and building further on balance sheet. The improvement has been driven by the commodity market upturn, production ramp-up as per our commitment and the simplification of our group structure, and we now aspire to attain the next investment level. There was record production of aluminium, power and copper cathodes. Cost optimisation initiatives were implemented across the businesses, which helped us to maintain cost positions on the global cost curves and generate positive cash during FY 2017 before investment for growth capex.

We expect FY 2017-18 to be a transformative year for your Company. With an already strong balance sheet, a record Q4 FY 2016-17 EBITDA of Rs.7,275 Crore, continuing growth from the ongoing ramp-ups across most of our businesses, a clear capital allocation strategy and a defined dividend policy, we are confident about Vedanta’s prospects for the coming years and are optimistic about the long-term outlook for the global resources sector.

FINANCIAL HIGHLIGHTS FOR FY 2016-17

FY 2017 has seen strong performance both in terms of volumes and costs. Aluminum and Power continued to ramp up and Zinc India delivered a strong performance in last quarter in line with the mine plan. Margin improved further by about 500 basis points sequentially to exit at 44%.

Attributable PAT before exceptional and DDT for the year was at Rs.7,323 Crore, nearly 3 times that of previous year, reflecting the operational leverage flowing through to the bottom line. EPS is the highest in the last four years since the existence of Vedanta Limited in its current form, post the Sesa Goa-Sterlite merger.

Debt reduction continued to remain one of our key priorities. Excluding temporary borrowing by Zinc India to bridge its dividend payment and investment maturities, gross debt reduced by over Rs.4,000 Crore during the year. Our net debt to EBITDA and gearing ratios are best-in-class, and the lowest and strongest among the Indian and global peers.

Some of the key financial highlights for FY 2017 are:

Solid Financial Performance

- PAT¹ up 2.6 times at Rs.7,323 Crore and Revenues up 12% to Rs.71,721 Crore

- EBITDA up 41% to Rs.21,437 Crore

- Free cash flow of Rs.13,312 Crore

Delivering on committed cost savings

- Delivered cumulative cost and marketing savings of US$712 Mn over the last 8 quarters; ahead of plan to deliver US$1.3 Bn in four years

Strong Balance sheet

- Gross Debt² reduced by c. Rs.4,115 Crore during the year; further reduction of c. Rs.6,200 Crore post 1st April

- Net Debt/EBITDA at 0.4x - lowest and strongest among Indian and global peers

- Strong financial position with total cash and liquid investments of Rs.63,471 Crore

Highest-ever dividends declared

- Vedanta Limited announced interim dividend of Rs.6,580 Crore in March 2017

- Hindustan Zinc announced interim dividend of

Rs.13,985 Crore including dividend distribution tax in March 2017

Contribution to the ex-chequer in FY 2017 at c. Rs.40,000³ Crore

1. Attributable PAT before exceptional items & Dividend Distribution Tax (DDT)

2. Excluding Temporary short term borrowing (Rs.7,908 Crore) at Zinc India taken for dividend payment

3. Including Dividends to Government

The Company’s financial highlights in accordance with IND AS are provided below:

(Rs. in Crore)

	Standalone		Consolidated
Particulars	Year ended March 31, 2017	Year Ended March 31, 2016	Year ended March 31, 2017	Year ended March 31, 2016
Net Sales/Income from Operations (including excise duty)	38,540.42	36,022.57	76,171.25	67,992.71
Profit from operations before other income, finance costs and exceptional items	3,665.15	36,022.57	15,040.42	6,579.12
Other Income	9,704.92	9,925.63	4,580.59	4,443.56
Finance costs	3,896.16	4	5,855.04	5,778.13
Exceptional items	(1,324.10)	25,588.02	114.40	33,784.72
Profit /(loss) before tax	10,798.01	(17,759.55)	13,651.57	(28,540.17)
Tax expense,/(credit)	(270.69)	(5,853.32)	3,778.31	(10,67755)
Net Profit/(loss) after tax	11,068.70	(11,906.23)	9,873.26	(17,862.62)
Share of profit/(loss) of associate	NA	NA	(2.67)	0.23
Minority Interest	NA	NA	4,358.38	(5,591.92)
Net Profit after taxes, minority interest and consolidated share in profit/(loss) of associate	11,068.70	(11,906.23)	5,512.21	(12,270.47)
Paid-up equity share capital (Face value of Rs.1 each) *	296.5	296.5	296.50	296.50
Reserves excluding revaluation reserves as per balance sheet	79,396.35	78,865.69	60,128.36	43,742.67
Earnings per share (?)	29.04	(32.76)	18.60	(41.38)
Transferred to General Reserve	NIL	NIL	-	-
Interim Dividend	7,098.86	1,037.75	7,098.86	1,03775
Transferred to Debenture Redemption Reserve	571.27	440.16	560.65	504.94
Proposed dividend on equity shares (incl. Dividend distribution tax)......	NIL	271.58	-	-

* Pursuant to the merger the increased paid up share capital would be Rs.371.75 Crores.

** Proposed dividend of erstwhile Cairn India Limited paid to external shareholders (excluding the share of dividend in Vedanta Limited and fellow subsidiaries)

OPERATIONAL HIGHLIGHTS FOR FY 2016-17

In line with Vedanta’s strategic priority to ramp up production at our Zinc, Aluminium, Power and Iron Ore businesses, we achieved strong results on this front during the year. In particular, record production levels at Hindustan Zinc and the ramp-up at Aluminium are well-timed in these strong commodity markets.

We have maintained our commitment to prudent cost management, thereby delivering strong returns for all stakeholders.

Some of the key operational highlights for FY 2017 are:

- Record annual production at Aluminium, Power, Zinc India (Zinc and Silver) and at Copper-India

- Oil & Gas: Successful ramp up from Mangala EOR with production level of 56,000 boepd in Q4

- Iron Ore: Achieved 2.6 million tonnes of the additional production capacity granted in Goa

- Zinc International: Gamsberg project on track to commence production in mid CY 2018

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is available as a separate section in this Annual Report.

CHANGE OF THE REGISTERED OFFICE OF THE COMPANY

The Regional Director, Western Region, Mumbai (RD), vide its order dated February 2, 2017, approved the shifting of the Company’s registered office from the State of Goa to the State of Maharashtra, Mumbai.

The Board on February 3, 2017, vide their resolution passed through circulation have approved the registered office address in Mumbai as Vedanta Limited, 1^st floor, C Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai - 400093, Maharashtra, India with effect from February 4, 2017.

MERGER OF CAIRN INDIA LIMITED

The Board on July 22, 2016, revised the terms of Scheme of Arrangement between the Company and Cairn India Limited (‘Cairn India’) and their respective shareholders and creditors (the ‘Scheme’), which was initially announced on June 14, 2015. The Company received all approvals necessary for effecting the merger during the year and merger was made effective on April 11, 2017. This merger consolidates Vedanta’s position as one of the world’s largest diversified natural resources companies, with world-class, low-cost assets in Metals & Mining and Oil & Gas. As on the date of merger, pro forma market cap of the merged Company was US$ 15.6 Bn and a higher free float of 49.9%. The combined entity is uniquely positioned to unlock India’s wealth of world-class energy and mineral resources. The merged company is committed to enhance oil & gas production, and preserving the ‘Cairn’ brand.

As per the terms of the merger, public shareholders of Cairn India received for each equity share held by them in erstwhile Cairn India Limited, one equity share of face value of Rs.1 each and four 7.5% Non-Convertible Non-Cumulative Redeemable Preference shares of Rs.10 each in Vedanta. Cairn India shareholders, who became shareholders of Vedanta, also received the second interim dividend of Rs.17.70 per equity share as approved by the Board on March 30, 2017.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company adopted Ind AS from the current financial year with the transition date of April 1, 2015. As required under Ind AS, the comparative period financial statements have been restated for the effects of Ind AS. The effect of the transition has been explained in more detail in the notes to the financial statements. The Company has also accounted for the Cairn merger as per the pooling of interests method as prescribed under Ind AS 103. The impact of the merger on the carrying value of investments in various subsidiaries including foreign subsidiaries has been accounted for as part of the merger accounting.

SHARE CAPITAL

Pursuant to the Scheme becoming effective, the Company’s authorised share capital stands changed from

51,620,100,000 (Rupees Five thousand One Sixty Two Crore & One Lakh only) divided into 51,270,100,000 (Five Thousand One Twenty Seven Crore & One Lakh) number of equity shares of Rs.1/- (Rupee One) each and 3,50,00,000 (Three Crore Fifty Lakhs Only) redeemable preference shares of Rs.10/- each to Rs.74,12,01,00,000 (Seven Thousand Four Hundred Twelve Crores and One Lakh only) divided into 44,020,100,000 (Four Thousand Four Hundred and Two Crore and One Lakh only) number of equity shares of Rs.1/- (Rupee One) each and 3,010,000,000 (Three Hundred and One Crore) redeemable preference shares of Rs.10/- (Rupees Ten) each.

DIVIDEND

The Board approved the payment of 1st and 2nd interim dividend of Rs.1.75 per equity share and Rs.17.70 per equity share of Rs.1 each on October 28, 2016 and March 30, 2017, respectively. In view of the record interim dividend declared in March, 2017, no final dividend is recommended.

TRANSFER TO GENERAL RESERVE

The Company proposes not to transfer any funds out of its total profit of Rs.11,068.70 Crore for the financial year to the General Reserve.

DIVIDEND DISTRIBUTION POLICY

Your Board has approved and adopted a dividend distribution policy on May 15, 2017. The policy is available on the website of the Company at www.vedantalimited.com/ media/107147/vedl_dividend_policy_may_15_final.pdf

FIXED DEPOSITS

As reported last year, the Company has discontinued the renewal of its fixed deposits on maturity. As at March 31, 2017, all fixed deposits had matured, while deposits amounting to Rs.54,000 remained unclaimed. Since the matter is sub judice, the Company is maintaining status quo.

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

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act.

CREDIT RATING

The Company has been rated by CRISIL Limited (CRISIL) and India Ratings and Research Private Limited (India Rating) for its banking facilities in line with Basel II norms.

During the year, CRISIL upgraded the ratings for the Company’s long-term bank facilities and its Non-Convertible Debentures (NCDs) programme to CRISIL AA / Stable Outlook from our ratings at CRISIL AA- / Negative. The revision happened in three steps in September 2016 -Change in Outlook from Negative to Stable; February 2017- change in Outlook from Stable to Positive and April 2017 - Upgrade of Ratings from CRISIL AA- / Positive outlook to CRISIL AA / Stable Outlook. The Company has the highest short-term rating on its working capital and Commercial Paper programme at CRISIL A1 . The agency expects that the ramp-up of aluminium, iron ore and power capacities; and stable commodity prices shall aid higher cash flow generation and leverage reduction for the Company in near to medium term. Also, the agency shall be guided by extent and timeline for reduction in gross debt for further positive rating action.

India Ratings affirmed the Company’s ratings on long-term scale at IND AA and short-term rating at IND A1 while keeping the Outlook Negative in December 2016. The agency expected the merger to have been completed by 1HFY17 and the shift in timelines to 4QFY17 led to maintaining of Negative Outlook. With necessary approvals for completion of merger along with consolidated leverage (including parent debt) of less than 3x, we are engaging with the agency for review of the ratings.

Overall, we believe that stable price environment along with improved scale of operations across businesses shall aid faster deleveraging during FY 2017-18.

SUSTAINABILITY

At Vedanta, Sustainable Development is integral to the core business strategy. We continue to be a transparent and responsible corporate citizen; committed to a ‘social license to operate’ and partner with communities, local governments and academic institutions to help catalyse socio-economic development in the areas where we operate.

The Company reaffirms its Core Values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, which are the basis of Vedanta’s Sustainable Development Model. The model continues to be centred on the four strategic pillars: Responsible Stewardship; Building Strong Relationships; Adding and Sharing Value; and Strategic Communications.

With the Sustainable Development model, we built the Sustainable Development framework, which is aligned to global best practices and standards, including the United Nations Global Compact’s (UNGC) 10 principles; the International Finance Corporation (IFC) performance standards; the International Council on Mining and Metals (ICMM) principles; UN Sustainable Development Goals (SDGs); and the Organisation for Economic Cooperation and Development (OECD) promoted Multinational Guidelines.

This robust framework provides the business and the leadership teams parameters on which to assess, monitor, review key sustainability priorities, such as safety, health and environment, stakeholder engagement and community development activities, as per the Company’s approach on ‘social license to operate’.

Vedanta Sustainability Assurance Programme (VSAP) has been bedrock in promoting transparency and compliance of all our businesses with the Group’s Sustainable Development Framework. In continuation with last year, the big focus areas have been on implementation of six key safety performance standards across the Group; VSAP process has categorically focused on compliance level to these standards and highlighted areas of improvement.

During the year, we focused heavily on safety performance of our businesses under the overarching umbrella of Health, Safety and Environment (HSE) best practices. Community engagement and development programmes were geared with emphasis on need assessments and longevity of the project and related outcomes/benefits.

Our resolve is strong and we continue to work towards achieving zero harm.

Vedanta’s teams across businesses are driving various capacity-building and behavioural programmes. Our awareness campaigns aim to entrench a culture of safety and risk awareness. Training programmes on ‘Making Better Risk decisions’ is one such programme rolled out across the businesses to improve safety decision making of people at the shop floor level. Similarly, ‘Experience Based Quantification’ (EBQ) using Bow Tie Risk Assessment as methodology was utilised in identifying critical risks from safety and environmental perspective for key businesses.

In FY 2016-17, over 11,155,62 hours of safety training were delivered to employees and contractors.

COP 21 (Conference of partius) has been a remarkable event in changing the dynamic of climate change discourse, globally. We are pleased to see India’s inclusion as a signatory, and as an Indian company, we do respect the country’s unique issues in the carbon debate. We formed a multi-disciplinary committee headed by the CEO Power business to oversee development and implementation of carbon policy/strategy and action plan in lieu of Intended Nationally Determined Contribution (INDC) commitments of the Government of India (GoI).

We ensure that our Biodiversity Management Plans are in place, and our environmental footprint follows the most rigorous global standards. We have developed specific objectives and targets, particularly with regards to water and energy management.

Finding innovative ways to reduce waste is a priority for us at Vedanta. This year we focused on the concept of ‘Waste to Wealth’ and through a house e-platform, Eureka, we invited ideas from our employees on the same. Overwhelming response was received, and presently implementable ideas are being taken as a project with dedicated teams for execution. Efforts on recycling/reuse of mineral waste is ongoing across the businesses with ultimate aim of achieving 100% recycling/reuse.

We are present in some of the world’s most unique, remote and underdeveloped regions. We are committed to respect, learn from and create a shared understanding with our communities. Connecting with our communities is not just the right thing to do; it is a fundamental imperative of our ‘license to operate’.

Periodic stakeholder meetings with Socially Responsible Investors (SRI) Investors and lenders were undertaken and the update was provided in the Group Sustainability Committee; and will be considered as a stakeholder feedback for materiality analysis.

It is heartening to note that the key outcomes included positive validation of our sustainability model is in line with global practices on engaging with civil society, communicating performance on community development, human rights as well as addressing legacy issues.

INFORMATION & TECHNOLOGY

Cutting-edge technology is in Vedanta’s DNA, and over the years, the Company has leveraged technology and innovation to ensure sustainable operations. Over the past few years, the Company has taken various steps to promote innovation and embrace digital technologies. It has a strong Innovation and Technology programme that emphasises on funding in-house opportunities for R&D across mining, exploration and production. As part of the programme, the Company has created ‘Eureka’, a web-based platform to nurture and incubate in-house innovation and technology.

Technology within Vedanta is shifting towards being a partner at the frontlines, directly enabling business, especially in areas like logistics automation, connected mines, integrated operations centre, mobility, IoT based analytics and wearables. The Company has invested in concepts, such as digital mining that allow them to take their mining operations to new levels of performance, from pit to port, across the whole mine value chain. Digital Oil Field (DOF) is a key technology project deployed in the Oil & Gas fields. It integrates the production process with efficient well monitoring — thus optimising the entire asset. DOF provides a user friendly, web-based interface with enhanced data mining and visualisation capabilities. It also acts as a central location for accessing real-time data available through distributed control systems/ supervisory control and data acquisition (DCS/SCADA) systems. To have a digitally enabled workforce, the organisation has undertaken many initiatives which empower the teams to deliver above par performance with real time data. Integrated enterprise platforms and ecosystems are being upgraded across the organisation. Analytics is being adopted to improve information availability on demand.

Organisation is adopting latest security standard and deploying state-of-the-art tools like DLP, SIEM, Anti-APT, PIM, MFA and more to secure digital assets.

Vedanta appreciates that the technology landscape is continuously changing at a rapid pace and the Company must constantly evolve and adapt to leverage these changes for competitive advantage. It recognises the need to develop a comprehensive digital strategy and drive transformational change across the organisation that instills digital expertise in all facets of the business and creates value proposition for all stakeholders.

Towards this end, Vedanta has created a new position of ‘Chief Digital Officer’ (CDO). This position will be an integral part of the Executive Committee. The Company is looking at an innovative model to fill this position in partnership with the global technology giants to bring in cutting-edge technology and expertise to unleash the full potential of the business. This position shall be part of the top thought leadership and shall have the critical responsibility for developing and implementing Vedanta’s digital strategy. Move towards digitisation shall play a key role in adding value to the business through a combination of reduction in costs, improving efficiencies and enabling decision making, among others all culminating into a positive impact on the bottom-line.

RISK MANAGEMENT

As part of our governance philosophy, the Board has formed a Risk Management Committee to ensure a robust risk management system in line with the applicable laws. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which is part of the Board’s Report and is available as a separate section in this Annual Report.

Our businesses are exposed to a variety of risks, which are inherent to an international mining and resources organisation. Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multilayered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

The Risk Management Committee supports the Audit Committee and the Board in developing the group-wide risk-management framework. Risks are identified through a consistently applied methodology. The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

Our Risk Management Framework is designed to help the organisation meet its objectives through alignment of operating controls with the Group’s mission and vision.

INTERNAL FINANCIAL CONTROLS

The Board has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business. This includes adherence to the Company’s policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

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 a SAP GRC (Governance, Risk and Compliance) framework to strengthen the internal control and segregation of duties/ access. It also follows a half-yearly process of management certification through the Control Self-Assessment framework, which includes financial controls/exposures.

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 Audit Committee 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 Audit Committee. 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, focusing 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 Audit Committee.

The Company is also required to comply with the Sarbanes Oxley Act Sec 404, which pertains to Internal Controls over Financial Reporting (ICOFR). Through the SOX 404 compliance programme, which is aligned to the COSO framework, the Audit Committee and the Board also gains assurance from the management on the adequacy and effectiveness of ICOFR.

Additionally, as part of their role, the Board and its Committees routinely monitors 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 has been 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 SOX compliance by the Statutory Auditors, the CEO and CFO recommend to the Board continued strong internal financial controls.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are likely to materially affect.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship.

VIGIL MECHANISM

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle Blower Policy. As per the Policy adopted by various businesses in the Group, all complaints are reported to the Director -Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs and a centralised database has been created to facilitate receipt of complaints. A 24x7 whistle blower hotline and a web-based portal was also launched during the year. All employees and stakeholders can register their integrity related concerns either by calling the toll free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. After the investigation, established cases are brought to the Group Ethics Committee for review and decision-making. All cases reported as part of whistle blower mechanism are taken to their logical conclusion within a reasonable timeframe. All Whistle Blower cases are periodically presented and reported to the Company’s Audit Committee. The details of this process are also provided in the Corporate Governance Report and the Whistle Blower Policy is posted on the Company’s website.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. It has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As part of Vedanta Group, the Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions, and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the year, there were two complaints received, all of which were resolved. Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.

We believe that the sustainable development of our businesses is dependent on sustainable, long lasting and mutually beneficial relationships with our stakeholders, especially the communities we work with. As a responsible corporate citizen, we have a role to play in the integrated and inclusive development of the country, in partnership with government, corporates and civil society/community institutions. We also believe that our employees have the potential to contribute not just to our business, but also towards the goal of building strong communities.

The Company complies with Section 135 of the Act and the approach is focused on long- term programmes aligned with community needs.

Nandghar Project has emerged as the Company’s flagship CSR initiative. We have made a bold commitment of building 4,000 state-of-the-art Nandghars in India to secure our children’s future. The same Nandghars will also serve as vehicles for women’s empowerment and entrepreneurship. During the year, we completed 97 Greenfield Nandghars in four states (Rajasthan, Uttar Pradesh, Madhya Pradesh and Goa) and four brownfield Nandghars in Rajasthan.

Other than Nandghar, the various business units of the Company continue to focus on healthcare, education, skill development, women’s empowerment, agriculture and animal husbandry in our neighbourhood communities. Some of the programme highlights from our business units are -

- Since its inception in 2008-09, the Subhalaxmi Cooperative Society promoted by Vedanta Jharsuguda, has formed over 277 Self Help Groups (SHGs) consisting of 3,235 members in 63 peripheral villages of Jharsuguda, Kolabira and Kirmira Blocks. It has promoted over 2,392 micro entrepreneurs in its operational villages.

- At Lanjigarh, under Project Sakhi, around 2,183 women are engaged in 186 SHGs across 45 villages surrounding our area of operation. Out of the cumulative saving of Rs.7.3 Mn, approximately Rs.2.5 Mn has been disbursed as internal loan to various members. Additionally, the SHGs have managed to create credit linkages worth Rs.6.9 Mn resulting in around 1,085 women being engaged in various income generating activities.

- Sterlite Copper’s ‘Ilam Mottukal’ aims to ensure that every girl child is provided with quality school education in an enabling environment so that they can realise her fullest potential. This project is impacting 8,046 girl children across 86 schools in Thootukudi district of Tamil Nadu. The project, in its fifth year now, has resulted in 80% improvement in the learning level of girl children and 95% pass percentage in the class 10 exams.

- With the objective of promoting digital education and literacy in the rural areas, Vedanta Foundation & Vedanta Limited, in collaboration with the Directorate of Education, Government of Goa and Government of Karnataka, have launched Smart Class and Science Lab pilot project for students. The aim is to get these students oriented to smart technology in a friendly manner.

- To improve medical facilities for the community and medical education in the region, Vedanta has partnered with Odisha Government to set-up a Government Medical College in Bhangabari at Bhawanipatna, Kalahandi District at an estimated investment of Rs.100 Crore. Vedanta will provide infrastructural support and the college is scheduled to be completed by 2018. The state-of-the-art hospital, being built as part of the college, will provide easy access to medical treatment for the communities residing in the region.

- Since 2010, Vedanta’s Skill School at BALCO (Korba, Chhattisgarh) has, in partnership with International Leasing & Financial Services (IL&FS), trained nearly 6,120 youth and linked the marginalised sections of society with the mainstream economy.

- Yuvantaran (Mining Academy of HZL) - Underground mining is the future of mining, but there is a dearth of enough skilled manpower in this area. HZL is working to change this and has initiated possibly the largest such initiative, focused on preparing manpower for underground mining. We are currently running two programmes - one is an intense 18 month residential training for Heavy Earth Moving Machinery (with 110 rural youth), and the other is an 8 month residential programme for Winding Engine Drivers (with 47 rural youth). Both programmes are being implemented in partnership with the Skill Council of Mining Sector (SCMS) and Indian Institute of Skill Development (IISD).

- Skorpion Zinc is spearheading the ‘It Begins With Youth’ (IBWY) project in partnership with Omayembeko Hope Foundation (OHF). The project targets young people aged between 13 and 35 years, who are experiencing social problems related but not limited to alcohol and drug abuse, crime, discrimination, HIV/AIDS, immorality, sexual and domestic violence, poverty and unemployment. The overall objective of the project is to empower young people, ensuring that they can develop and reach their potential. The project reaches out to over 6,000 youth.

- CAIRN Ind ia established an RO plant in Sewniwala, which is probably the largest community drinking water plant in India running on solar power, and will have a far-reaching impact with an environment friendly process.

During the year, the Company’s divisions spent Rs.48.48 Crore on CSR activities, while on a consolidated basis it spent about Rs.110.04 Crore on CSR in India.

A brief overview of CSR initiatives forms part of the Directors’ Report and is annexed hereto as Annexure A.

Your Company’s CSR Policy addresses the Company’s commitment to conduct its business in a socially responsible, ethical and environment friendly manner; and to continuously work towards improving the quality of life of the communities in the areas where it operates.

The CSR policy may be viewed on: http://www. vedantalimited.com/media/85867/csr policy final.pdf

BOARD OF DIRECTORS

Appointment

During the year under review, on the recommendation of Nomination and Remuneration Committee (‘NRC’) and in accordance with provisions of the Companies Act, 2013,

Mr. G.R. Arun Kumar (DIN: 01874769) was appointed as an additional Whole-Time Director for a period of three years w.e.f. November 22, 2016 and holds office upto the date of the ensuing Annual General Meeting (‘AGM’) and being eligible has offered himself for appointment as a Whole-Time Director. Mr. GR Arun Kumar is also designated as CFO of the Company. The appointment is subject to approval of the members.

Further, the Board at its meeting held on March 30, 2017, approved the appointment of Mr. K. Venkataramanan (DIN: 00001647), as an additional Non Executive Independent Director for a fixed term of three (3) years effective April 01, 2017. The appointment is subject to approval of the members.

Re-appointment

In accordance with the provisions of Act and the Articles of Association of the Company, Mr. Thomas Albanese (DIN: 06853915), Whole-Time Director & CEO, is retiring by rotation and has offered himself for re-appointment.

Further, on the recommendation of NRC, the Board at its meeting held on March 30, 2017 reappointed Mr. Thomas Albanese as the Company’s Whole-Time Director and CEO for a further period from April 01, 2017 till August 31, 2017.

Brief profiles of Mr. Thomas Albanese, Mr. GR Arun Kumar and Mr. K Venkataramanan along with the disclosures required pursuant to Listing Regulations and the Companies Act, 2013 are given in the Notice of the AGM, forming part of the Annual Report.

Attention of the members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

Cessations

Mr. DD Jalan superannuated as the Whole Time Director and CFO of the Company w.e.f. September 30, 2016.

Ms. Anuradha Dutt resigned from the position of Independent Director w.e.f. close of business hours of March 31, 2017 on account of her other commitments.

The Board places on record its appreciation for the valuable services rendered by Mr. Jalan and Ms. Dutt during their tenure.

All Independent Directors have provided declarations that they meet the criteria of independence as laid out under Section 149(6) of the Act and the Listing Regulations.

The details of training and familiarisation programmes; annual Board Evaluation process; the policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director; and also remuneration for Key Managerial Personnel (KMP) and other employees forms part of Corporate Governance Report.

NUMBER OF BOARD MEETINGS

The Board met nine (9) times during the year. The details of Board meetings are laid out in Corporate Governance Report.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Company appointed Mr. GR Arun Kumar as CFO w.e.f. October 1, 2016 and Ms. Bhumika Sood, as the Company Secretary of the Company w.e.f. November 22, 2016 and designated them as the KMP under Section 203 of the Act.

Mr. DD Jalan, Whole -Time Director and CFO and Mr. Rajiv Choubey, Company Secretary & Compliance Officer ceased to be in employment of the Company and accordingly relinquished their position of KMPs w.e.f September 30, 2016 and May 31, 2016, respectively.

The following Directors/Executives are KMPs of the Company during FY 2016-17:

Mr. Navin Agarwal, Executive Chairman

Mr. Tarun Jain, Whole-Time Director

Mr. Thomas Albanese, Whole-Time Director & Chief Executive Officer

Mr. GR Arun Kumar, Whole-Time Director & Chief Financial Officer

Ms. Bhumika Sood, Company Secretary & Compliance Officer

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The information in respect of composition, scope, terms of reference, meetings etc. of Audit Committee forms part of the Corporate Governance Report.

The Board has accepted all recommendations made by the Audit Committee during the year.

HUMAN RESOURCES (HR)

Human resources play a significant role in your Company’s growth strategy. Your Company emphasised on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The significant focus areas during the year comprised the following:

Leadership Development and Talent Management

- Internal Growth Workshops: Internal Growth Workshop is a uniquely designed programme with an objective to provide enhanced and elevated roles to the HIPOs in line with their career aspirations. It is a two way platform to share ideas, vision and synergies aspirations in a structured way. Such workshops enhance communication, inspire employees, and urge them to harness their potential further. So far over 300 new leaders have been identified through this initiative and has benefited them significantly in their career trajectory, which has come ahead of time opportunity. Importantly employees are encouraged to rotate / move across various new roles, locations, businesses once every three years. The average age of the participant was 35 years.

- ‘V Connect’ Initiative: ‘V Connect’ is a programme to anchor all 12,000 professionals globally to engage with the senior leadership team and get personal and professional development insights, ultimately leading to superior performance delivery. This is one of the largest initiatives of its kind carried out across corporates. We are utilising the power of technology using ‘App’ to its optimum to ensure coverage at such a large scale.

- Right Management In Place (RMIP) - Strategic Hiring

In our endeavour to strengthen management teams across business, realigning the organisation structure and bridging the critical gaps in each of the business, we initiated recruitment drive along with the business for various leadership positions including Expats / Specialist Positions. Hiring for these positions was initiated with focus on recruitment from best practices companies / diversity.

- Enhanced Maternity/Paternity/Adoption Leave

A progressive parental leave policy was announced wherein maternity leave was enhanced to 26 weeks. Adoption leave of 12 weeks and paternity leave for 1 week was also announced. The new parental leave policy has been welcomed by our employees as the best-in-class in the industry.

- Performance Scorecard

With an objective to further strengthen, objectivise the performance evaluation process has put in place Performance Scorecard assessment for employees. Vedanta Senior management believe in leading from the front and live up to the highest performance benchmarks. In this regard, over 300 key people in the organisation who are in the top two grades already have a Performance Scorecard created for them. Moving further, similar approach will be followed for developing output based Performance Scorecards for its professionals with clearer goals, measurable targets and defined performance levels.

- Employee Stock Option Scheme (‘ESOS’) 2016

ESOS 2016 aims at rewarding employees with wealth creation opportunities, encouraging high-growth performance and reinforcing employee pride. For the very first time Vedanta Limited options were conceived and scheme was launched after obtaining statutory approvals, including shareholders’ approval. The Company’s 1,116 employees were covered under the ESOS 2016 scheme and the same was well received by them. The Grant under ESOS is a combination of individual contribution, business as well as overall Vedanta Limited’s performance.

- Global Internship Programme (GIP)

GIP was launched in June 2016 to bring on board global professionals to provide their perspective on our businesses and gain exposure by working on live projects under the mentorship of the senior leadership team. Through this programme, we engaged with the Ivy League B-Schools including Harvard Business School, Wharton as well as London Business School.

During the year, your Company has received recognitions at Forums like CII and World HRD Congress in fields of HR excellence and HR Tech. Your Company got facilitation by the Working Mother and AVTAR as well as WILL for progressive Women friendly policies in the area of internal development, growth opportunities, leadership development and enhanced parental leave policies. The Company is committed to provide equal opportunities to all its employees, irrespective of gender, nationality and background. It believes that diversity brings varied perspective, collaborative decision making and ideas to the organisation and collectively can create superior outcomes. The Company is conscious towards improvising the gender diversity up to 33% at board level from existing 13% and 20% at its professional employee population from existing 12% by year 2020.

EMPLOYEE INFORMATION AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is appended as Annexure B to the Report.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to this report. In terms of provisions of Section 136 (1) of the Act, this report is being sent to the members without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best corporate governance practices as prevalent, globally. The Corporate Governance Report as stipulated under the Listing Regulations forms an integral part of this Report.

The requisite certificate from the Company’s auditors confirming compliance with the conditions of corporate governance is attached to the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed hereto as ‘Annexure C’

DETAILS OF LOANS/GUARANTEES/ INVESTMENT MADE BY THE COMPANY

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 statement forming part of the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

In terms of provisions of Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all the subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statement of the Company and all its subsidiaries and joint ventures form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries and joint ventures in the prescribed Form AOC-1 is part of the report. The said form is included in the Consolidated Financial Statement.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at our registered office. These may also be accessed on the Company’s website www.vedantalimited.com.

As per the Listing Regulations, a policy on material subsidiaries as approved by the Board, may be accessed on the Company’s website: www.vedantalimited.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on Related Party Transaction (RPT), which is also available on the Company’s website (http://www.vedantalimited. com/investor-relations/corporate-governance.aspx). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

The Company presents a detailed landscape of all RPTs to the Audit Committee, specifying the nature, value, and terms and conditions of the transaction. The Company has developed a Related Party Transactions Manual-Standard Operating Procedures to identify and monitor all such transactions.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and Listing Regulations.

During the year, there have been no materially significant related party transactions between the Company and Directors, management, subsidiaries or relatives, as defined under Section 188 of the Act and Regulations 23 the Listing Regulations.

Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

MATERIAL CHANGES AFFECTING THE COMPANY

No significant and material orders have been passed by any regulators or courts or tribunals against the Company, impacting the going concern status and its operations in future. However, as informed in the previous report:

1. Iron-Ore Division - Goa Operations

Following allegations of illegal mining and based on Justice M.B. Shah Commission Report, the Hon’ble Supreme Court of India on October 5, 2012 had suspended the Iron-ore mining operations and transportation of material of all miners in Goa (including the Company). Separately, the Government of Goa also banned all mining and transportation of iron ore in Goa, and the Ministry of Environment and Forest (MOEF) suspended Environmental Clearances (ECs) of all mining leases within Goa.

On April 21, 2014, the Hon’ble Supreme Court lifted the ban, subject to certain conditions, limiting the maximum annual excavation to 20 million tonnes, subject to the determination of final capacity by the Expert Committee appointed by the Court; and 10% of the sale proceeds of the iron ore to be appropriated towards a sustainability fund (Goa Mineral Iron Ore Fund). The Supreme Court has held that all mining leases in Goa, including those of the Company, expired in 2007 and, consequently, no mining operations could be carried out until the renewal/execution of mining lease deeds by the Government of Goa.

On August 13, 2014, the High Court of Goa passed a common order directing the State of Goa to renew the mining leases for which stamp duty was collected in accordance with the Goa Mineral Policy (2013), and to decide the other applications for which no stamp duty was collected within three months thereof.

In January 2015, the Goa State Government revoked the order suspending mining operations in Goa and by a subsequent order of March 2015, MOEF revoked the suspension of Environment Clearance (EC). Lease deeds for all working leases of the Company in Goa have been executed and registered. The Company has obtained Consent to Operate under the Air (Prevention of Pollution) Act and Water (Prevention of Pollution) Act from the Goa State Pollution Control Board and mining plan approval from IBM for the said leases, thereby paving way for commencing mining operations of the Company in Goa. The mining operations resumed in phases during the financial year under review.

On September 10, 2014, the Goa Foundation challenged the High Court order directing the renewal of mining by way of a Special Leave Petition (SLP) before the Supreme Court of India, challenging the judgment of the High Court dated August 13, 2014 directing renewal of mining leases. No stay has yet been granted by the Supreme Court. Another set of SLPs on an identical issue were filed by a local activist. Two writ petitions have also been filed before Supreme Court by Goa Foundation and Sudip Tamankar in September 2015 for setting aside the second renewal of iron ore mining leases in Goa made under section 8 (3) of MMDR Act and challenging the revocation of suspension on mining in State of Goa.

2. Aluminium Division - Lanjigarh - Bauxite and Alumina Operations

a. Bauxite Sourcing

The Company has signed a Memorandum of Understanding (MoU) with Odisha Government for the supply of bauxite for the alumina plant at Lanjigarh.

The Company has also entered into a Joint Venture (JV) Agreement with Orissa Mining Corporation (OMC) for supply of bauxite. OMC has, by a separate action, terminated the JV Agreement for which the Company is pursuing the appropriate course of action.

The Company is presently sourcing bauxite from alternate sources including imports. The Company is also looking at bauxite mines which may come up for auction and at other alternatives.

b. Alumina Operations

The Company has received requisite environmental clearances regarding the expansion of its Lanjigarh alumina refinery from 1 MTPA to 6 MTPA with conditions and construction in phases. The consent to establish has been revalidated for another five years.

A challenge has been filed by an individual against MOEF, Odisha Pollution Control Board (OSPCB) and the Company before National Green Tribunal (NGT) disputing the grant of this environmental clearance. No adverse orders have been made by the NGT.

3. Oil & Gas Division

Erstwhile Cairn India Limited (‘Cairn’, now Vedanta Limited or the Company) had received an order from the Income Tax Department for an alleged failure to deduct withholding tax on alleged capital gains arising during the year 2006-07 in the hands of Cairn UK Holdings Limited (CUHL), the Company’s erstwhile parent company, a subsidiary of Cairn Energy Plc. This was in respect of the transaction of CUHL transferring the shares of Cairn India Holdings Limited to erstwhile Cairn India Limited as part of internal group reorganisation in 2006-07 to facilitate the IPO of Cairn India Limited. A demand of approximately Rs.20,495 Crore (comprising tax of approximately Rs.10,248 Crore and interest of approximately Rs.10,247 Crore) is alleged to be payable. The Company has filed a writ petition with the Delhi High Court praying for quashing/ setting aside the aforesaid order and is pursuing all possible options to protect its interest. Further, the Company has also filed an appeal before Commissioner Appeals. The Company’s parent, Vedanta Resources Plc. has filed a notice of claims against GoI under the UK India bilateral investment treaty challenging the tax demand, seeking resolution through international arbitration.

EMPLOYEES STOCK OPTION PLAN

In order to motivate, incentivise and reward employees, your Company has introduced Vedanta Limited Employee Stock Option Scheme 2016 (‘The Scheme’) to provide equity based incentives to the permanent employees of the Company including holding/subsidiary companies.

The Scheme is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. The predetermined performance criteria shall focus on rewarding employees for the Company’s performance vis-a-vis competition and for achievement of internal operational metrics. 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.

The Company’s shareholders by way of postal ballot on December 12, 2016 have approved the Scheme.

During the year under review, 1,116 options were granted to eligible employees including Whole Time Director and KMPs.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014, disclosure with respect to the ESOS Scheme of the Company as on March 31, 2017 is annexed as Annexure D to this Report and has also been uploaded on the Company’s website at www.vedantalimited.com.

The stock option scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (‘Employee Benefits Regulations’) and there have been no changes to the plan during the financial year.

A certificate from M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company’s ESOS schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company’s registered office.

AUDITORS

- Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E) were appointed as Statutory Auditors of your Company at the AGM held on June 29, 2016 for a term of five consecutive years i.e. until the conclusion of the 56^th AGM. As per the provisions of Section 139 of the Act, the appointment of Auditors is required to be ratified by members at every AGM. The ratification of appointment of Statutory Auditors for the 2^nd year is being sought from the members of the Company at this AGM. Further, M/s S.R. Batliboi & Co. LLP have confirmed their independence and eligibility under the provisions of the Act and Listing Regulations.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

- Cost Auditor

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board has, on the recommendation of the Audit Committee, approved the appointment of M/s Shome and Banerjee as Cost Auditors for its Oil & Gas Business and M/s Ramnath Iyer & Co as Cost Auditors for its Copper, Aluminium, Iron ore and Electricity Business to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2018 at a remuneration of Rs.5,00,000 p.a and Rs.13,15,000/- p.a (plus applicable taxes and reimbursement of out of pocket expenses, if any), respectively. Further M/s Ramnath Iyer & Co have been appointed as the Lead Cost Auditors of the Company.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Chandrasekaran & Associates, a firm of Company Secretaries in practice to undertake the Company’s Secretarial Audit for FY 2016-17.

The Report of the Secretarial Audit in Form MR-3 is annexed herewith as Annexure E. The Secretarial Audit Report does not contain any qualifications, reservation, adverse remarks or disclaimer.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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 F’.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Act, with respect to Directors’ Responsibility Statement it is hereby confirmed that:

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

(b) the Directors 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., March 31, 2017 and of the profit of the Company for that period;

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

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

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

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board also extends its appreciation for the support and co-operation your Company has been receiving from its customers, vendors, dealers, investors, suppliers, business associates and others associated with the Company. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company’s endeavour to build and nurture relationships with all its stakeholders.

The Directors also take this opportunity to acknowledge the support and assistance extended to us by GoI, various State Governments and government departments, financial institutions, bankers, stock exchanges, communities, shareholders and investors at large for their continued support.

For and on behalf of the Board of Directors

Navin Agarwal

Executive Chairman

Place : Mumbai

Dated : May 15, 2017

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Mar 31, 2013

To the Members, The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended March 31, 2013. This report is drawn for the Company on a stand-alone basis Rs. in crore, except as stated Particulars 2012-13 2011-12 Profit before provisions for depreciation and tax 204.90 2,504.79 Less: Depreciation 147.91 83.85 Provision for Tax - Current and Prior Year Tax 10.92 719.00 - Deferred Tax -74.70 22.00 Profit after depreciation and tax 120.77 1,679.94 Add: Balance brought forward from the preceding year 1,962.10 1,137.72 Profit available for appropriation 2,082.87 2,817.66 Appropriations Interim dividend / Proposed Final dividend 8.69 347.64 Tax on distributed profit 1.48 7.92 General Reserve 5.00 500.00 Balance carried to Balance Sheet 2,067.70 1,962.10 Total 2,082.87 2,817.66 In accordance with the requirements of the Listing Agreement, a consolidated Financial Statement of the Company is included in this Annual Report. The consolidated profit after tax for the group for the year ended March 31, 2013 is Rs. 2,280 crore as against Rs. 2,696 crore for the previous year. The basic earnings per share for 2012-13 were Rs. 26.24 as against Rs. 31.01 for the previous year. Corporate Actions Western Cluster Limited (WCL) The Company increased its equity interest in Western Cluster Limited to 100% through the acquisition of the remaining 49% in December 2012 at an acquisition cost of US$33.5 million. This acquisition consolidates our presence in Liberia and reaffirms our faith in the significant potential for the Western Cluster Project. With a large resource potential and with proximity to the port, it is one of the most exciting upcoming iron ore projects. The project is progressing well with about 69,000 meters of exploratory drilling completed till March 31, 2013. The first JORC resources of 966 mt have been announced. The reserves and resources position has been independently reviewed and certified as per Joint Ore Reserves Committee (JORC) standards. The feasibility and engineering work for the project is also progressing as per plan. Sesa has completed the feasibility studies for the first phase of the project, which envisages a 4 mtpa high-grade concentrate output (2 modules of 2 mtpa each) from the Bomi Mine. Initially, the saleable ore will be transported 76 km to the Monrovia port by road, which will be replaced / supplemented by rail transport as the railway line is gradually set up for the integrated project. The first shipments are targeted by the end of FY2014. The Western Cluster Project presents an excellent opportunity for Sesa to strengthen its presence in the world seaborne iron ore market and the Company intends to gradually ramp up the production capacity at WCL in a phased manner targeting a total of about 25-30 mtpa. Sesa Sterlite - A Merger Announcement The Scheme of Amalgamation and Arrangement amongst Sterlite Industries (India) Limited (SIIL), The Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) with the Company, which was announced last year has received approvals of respective company's equity shareholders, the Stock Exchanges in India and the Competition Commission of India. Approval of Foreign Investment Promotion Board, respective company's equity shareholders and the Supreme Court of Mauritius approval for the merger of Ekaterina Limited with the Sesa Goa Limited have been received. The High Court of Mumbai at Goa has already approved both the mergers while the hearing at the High Court of Madras has been completed and the order is awaited. The Order of the Single Judge of High Court of Bombay at Goa approving both the Schemes has been challenged before the Division Bench. Dividend The board of directors has recommended a dividend of Rs. 0.10 per equity share of Rs. 1/- each for 2012-13. Operations A summary on a stand-alone basis of the sales turnover and the working results is given below: 2012 - 13 2011 - 12 (All money values are net of ocean freight and Qty. mt Value Qty. mt Value excise duty) Rs. crore Rs. crore Sale of Iron Ore* 2.5 1,289 12.7 5,635 Direct Exports 2.2 1,188 9.7 5,082 Other Sales 0.3 101 3.0 553 Sale of Metallurgical Coke 0.30 552 0.25 191 Sale of Pig Iron 0.28 775 0.25 721 Profit after Tax - 120 - 1,680 * Includes 0.17 mt (amounting to Rs. 72 crore) in FY2013 as compared to 0.3 mt (amounting to Rs. 95 crore) in FY2012 transfered to PID. Iron Ore Business 2012-13 was a year of challenges for your Company - challenges unprecedented in its history. In September / October 2012, the iron ore mining operations in Goa were brought to a complete halt by an abrupt imposition of ban on mineral extraction and transportation by the State Government and subsequently by the Supreme Court. The Company's entire iron ore mining business is currently at a standstill in the State of Goa. The Honourable Supreme Court of India has given clearance for resumption of mining operations for A and B category mines in Karnataka subject to statutory clearances, vide its order dated April 18, 2013. Sesa's Karnataka mine falls under B category, and the Company is in the process of securing necessary statutory clearances to resume mining shortly. The Ministry of Mines, Government of India, had constituted the Shah Commission for inquiry into aspects of compliances for iron ore mining across India in FY2011. Post the submission of Shah Commission report, in September 2012, the State Government of Goa, temporarily suspended the mining and transportation of iron ore across the state of Goa. This was followed by an Order from Ministry of Environment and Forest (MoEF) putting into abeyance the Environmental Clearances for iron ore mines in Goa. Subsequently, a review by a High Powered committee appointed by the State government was also ordered. In October 2012, the Honourable Supreme Court suspended mining and transportation of Iron ore across the State of Goa and ordered a review by the Centrally Empowered Committee (CEC). In view of the foregoing, operations at the Company's mines in Goa have been remained suspended. The Company has filed an application before the Supreme Court seeking modification or vacation of the aforesaid order. The hearing in the Court is yet to commence effectively. Despite the adverse circumstances during the year, the Company looks ahead to an early resolution of these challenges. We continue to work on furthering our internal systemic robustness and strengthening processes to handle such challenges. In 2012, Sesa became the 1st Indian mining company to implement automation using RFID technology. The Implementation covers all Sesa Group companies. The RFID system identifies the vehicle using RFID tags across the Sesa operations in Goa and Karnataka and links forest passes and Department of Mines and Geology permits (in Karnataka) with truck information thereby providing assurance and control. Sesa received Supply Chain Technology Advancement award at the 2nd Asia Manufacturing Supply Chain Summit (AMCSCS) for this implementation. Spot prices witnessed a significant drop from August due to drop in demand reaching a low of $83 per tonne (63% Fe FOB India) in early September from about -$130 per tonne at the start of the year. With the improved sentiment in China, iron ore spot prices experienced a sharp recovery, December onwards, reaching above $140 per tonne in February 2013, before showing slight softening in March to reach $125 per tonne on March 31, 2013. The average spot iron ore price for 2012-13 was about -20% lower at US$ 120 per tonne (63% grade FOB price) level, compared to about -$150 per tonne in 2011-12. Exploration Exploration at the Liberian project combined with significant new discoveries in India has resulted in the addition of 1.03 billion tonnes of Ore Reserves and Mineral Resources (R&R) in 2012-13. This includes 966 mt of JORC / CRIRSCO certified R&R in Liberia and 59 mt net R&R addition in India. Now operating in India and Liberia, Sesa has applied new thinking to old deposits. Driven by the consistent focus on resource addition, the total R&R in Goa and Karnataka has increased 3.6 times (net of depletion) over the last 5 years. During 2012-13, over 95,000 metres were drilled, with about 69,000 m in Liberia and about 26,500 m in India. The R&R as on March 31, 2013 now stands at 433 mt in India and 966 mt in Liberia (WCL), totalling to 1,399 mt for Sesa group. These resources in Liberia pertain to only a portion of the exploration license area. With a small part of the strike length explored as on date, there is a potential for significant upside with focused drilling in coming years. Pig Iron & Met Coke Business The Value Addition Business achieved a new landmark in August 2012 with the commissioning of the new 450 m3 blast furnace enhancing the pig iron production from 0.25 to 0.625 mtpa, making us the largest low phosphorous pig iron facility in India. A 0.28 mtpa metallurgical coke plant, a 0.8 mtpa sinter plant and a 30 MW power plant have also been commissioned as part of the expansion project. The newly commissioned sintering facility would enable the Pig Iron Division (PID) to partially meet its iron ore requirement with sintered iron ore fines, resulting in significant cost savings and increasing efficiencies. Driven by the commissioning of new capacities, pig iron production increased by 24% from 248,729 tonnes in 2011-12 to 307,775 tonnes in 2012-13. The pig iron sales volume increased by 10% from 250,571 tonnes in 2011-12 to 275,119 tonnes in 2012-13, while gross sales revenue grew by 7.4% to Rs. 784 crore in 2012-13 from Rs. 730 crore in 2011-12. Profits before interest, tax, dividends and other nonrecurring or non-allocable incomes for the Pig iron business decreased from Rs. 45 crore in 2011-12 to Rs. (9.3) crore in 2012-13. The metallurgical coke production increased by 29% to 331 kt in 2012-13 due to new capacities commissioned in Q2 FY2013. Sales volume of metallurgical (met) coke increased by 20% to 301,889 tonnes in 2012-13 from 251,264 tonnes in 2011-12. External sales revenue increased by 1.4% to Rs. 558 crore in 2012-13 from Rs. 550 crore in 2011-12. Sesa had applied for validation of its European patent in Germany, Italy and the United Kingdom. During the year, The International Organisation for Patent and Trademark Service confirmed the validity of the patent overruling some objections raised by a German Company. Outlook The iron ore mining industry continues to face increasing challenges with social licensing as a result of the competition for resources, and high prices increasing social pressure on the extractive industries to share more and more benefits with the society. As far as the overall iron ore market is concerned, despite temporary glitches, the theme of the emerging market super cycle remains unchanged, on the demand front. Supply forecasts continue to remain complex on account of supply disruptions due to regulatory concerns as in India, weather disruptions as in Australian ports, continued structural challenges from cost inflations, grade depletion and large uncertainty of project. However, in the longer term, prices are forecast to be under pressure as and when supply picks up with several new investments coming on stream, albeit supported by the phasing out of high cost operations. Despite all these challenges, the overall outlook for Sesa remains positive. Sesa's low cost operations in Goa and Karnataka are well placed to sustain any cost or pricing pressures. The Supreme Court has already permitted a conditional resumption of operations in Karnataka and the Company is in the process of securing the statutory clearances for an early resumption of operations. The expansion projects at pig iron and metallurgical coke operations have been commissioned, with the sinter plant adding key strategic ability to utilise iron ore fines. With the maiden resource estimate at Liberia already announced, Sesa's total reserves and resources exceed 1.4 billion tonnes with a significant upside expected from hitherto untouched exploration area in Liberia. Certification All the certificates under ISO: 9001-2008, ISO: 14001-2004,OHSAS 18001-2007 and SA 8000 for Quality Management, Environment Management, Occupational Health and Safety Management and Social Accountability respectively, are being maintained by the Company after periodical surveillance audits. Chitradurga Mine, Sonshi Mine, Amona Plant and Amona Bunder have been certified for implementing '5S Workplace Management System' from Quality Circle Forum of India, Hyderabad. Codli mine has been certified for implementing '5S Workplace Management System' from Quality Circle Forum of India, Hyderabad. Sesa's Information Technology Department has been certified for 'ISO 27001:2005' standard for its Information Security Management System (ISMS) for Sesa HO and SAP Data Center, Mahape. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956, are given in Annexure A, which forms part of this Report. Ecology and Social Development Your Company remains focused on improving the ecology and the environment. Its mine reclamation efforts have significantly improved the biodiversity of the working as well as reclaimed mines. Successful replication of proven biotechnologies for mined land reclamation has become an integral part of the Company's resource planning process. Sesa accords high priority to the safety of its employees. Conscious efforts were made to improve safety practices across all the units. Your Company continued its focus on CSR activities with strong commitment in stakeholder engagement to understand the community needs. Company has associated with reputed CSR partners to implement CSR programs, notably among them Mineral Foundation of Goa, Government of Goa and so on. Details of the sustainable development activities are included in the Business Responsibility report, which is part of the annual report. The Company had published Sustainable Development Report for 2008-09, 2009-10, 2010-11 and 2011-12 based on International Guidelines of GRI - G3 / 3.1 with application level of A and has plans to publish at the G 3.1 level in 2012-13. CSR-SCDF Sesa Community Development Foundation (SCDF) runs two units, viz. the Sesa Technical School (STS) and the Sesa Football Academy (SFA). The Company's contribution during the year was Rs. 3.94 crore to the Foundation. Awards Your Company was awarded with the following prestigious awards during the year 2012-13: - Sesa has been recognised with the 'Commendation Certificate' in IMC Ramkrishna BajajNational Quality assessment in the Manufacturing Category for the year 2012. Sesa is the first and only mining company to get this recognition since the award's inception in 1996. The award is presented annually by the Indian Merchants' Chambers (IMC) to promote quality awareness and practices, recognise quality achievements of Indian companies and publicise successful quality strategies and programs. - Sesa won the first place for the Best Practices adopted and implemented in Environment Technology for its initiatives on 'Energy Conservation' given by the Goa State Pollution Control Board (GSPCB) on the occasion of World Environment Day. - Sesa's Pig Iron Division was the winner in the 'Manufacturing process Metallurgical - Medium Scale Industry' category and Met Coke Division was the runners up in the 'Manufacturing process Non Metallurgical - Medium Scale Industry' category. These awards, given at the national level, have been instituted by Srishti Publications. - Sesa won the 'CSR Initiative of the Year' award at Business Goa Corporate Excellence Awards given by Business Goa, a business magazine in March 2013. - Sesa won the Silver Award in the category of Best Strategy at the 3rd Annual Greentech HR Excellence Awards, 2013, given by the Greentech Foundation, which presents these HR Excellence Awards to companies that demonstrate the highest level of commitment to HR practices. - Sesa Goa Limited, has been conferred the Diamond Edge Award 2012, for its RFID Based Logistics System at the EDGE Awards 2012 in Mumbai on 10 October 2012. EDGE (Enterprises Driving Growth and Excellence through IT) initiative of InformationWeek is an effort to identify, recognise and honour end-user companies in India that have demonstrated the best use of technology to solve a business problem, improve their business competitiveness and deliver quantifiable return to stakeholders. - Sesa was declared the winner of 'Manufacturing Supply Chain Awards' in the category of 'Supply Chain Technology Advancement' for its RFID implementation across Goa and Karnataka iron ore operations. These awards were given as a part of the 2nd Asia Manufacturing Supply Chain Summit (AMSCS). - Sesa Goa Limited was awarded the Best Custom Solution Award in SAP Logistics category for Customisation of Ore Trucking Logistics at the SAP Localisation Forum India 2013. - Sesa's Met Coke division won two prestigious National Safety Awards in New Delhi in September 2012 for - Achieving lowest average weighted accident frequency rate over a period of 3 consecutive years ending in the performance year 2010 for factories working less than one million man-hours but more than half million man hours per year. - Achieving maximum man-hours without any fatal / non-fatal / PTD accident in the performance year 2010 for factories working less than one million man-hours but more than half million man hours per year. - Sesa Mining Corporation Limited (SMCL) was awarded the CSR Excellence Gold Award in the Education Category by the Green Triangle Society on 21 December 2012. - Sesa has been awarded a Merit Certificate for being a finalist in the Global CSR Awards 2012. - Sesa's mining division won the Late Manikant Hiralal Shah Memorial Gold Medal for excellence in Community & Social Welfare at the Green Triangle Society's CSR Excellence & Safety Awards. Fixed Deposits As reported last year, the Company has discontinued renewal of its fixed deposits on maturity. As on March 31, 2013 all fixed deposits had matured while 8 deposits amounting to Rs. 1.36 lakhs remained unclaimed. All these depositors are regularly advised about maturity of their deposits and urged to claim these as soon as they can. Safety The safety performance for the Financial Year 2012 - 13 is as under: FSI LTIFR 2012-13 2011-12 2012-13 2011-12 Mining Sesa 0.053 0.111 0.24 0.39 Shipping Division - SGL 0 0.47 0 3.2 Shipbuilding Division 0 0 0 0 Metallurgical Coke Division / PP* 0 0.243 0 1.64 Pig iron Division / SP* 0.29 0 1 0 Expansion Projects (Pig iron, Met coke, 0.443 0.125 1.75 1 Power Plant, Sinter Plant) Sesa Goa Limited 0.118 0.138 0.45 0.70 FSI - Frequency Severity Incidence, LTIFR - Lost Time Injury Frequency Rate * For 12-13, rate for MCD and PID have been computed including the expansion plants, power plant and sinter plant after commissioning in addition to the existing plant. Directors' Responsibility Statement Your Directors confirm that: i. the applicable accounting standards have been followed along with proper explanations relating to material departures, if any, for preparation of the annual accounts; ii. the accounting policies have been selected and applied consistently and judgments and estimates have been made 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 ended March 31, 2013 and of the profits of the Company for that year. iii. proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities; iv. the annual accounts have been prepared on a going concern basis. Directors Mr. K. K. Kaura and Mr. J. P. Singh, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Mr. A. Pradhan was re-appointed as Wholetime Director of the Company at the Board meeting held on April 27, 2013, effective from April 1, 2013 for a period of two years, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. Auditors The Company's Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. As per the requirement of the Central Government and in pursuance of Section 233 B of the Companies Act, 1956, your Directors have appointed M/s R. J. Goel & Co, Cost Accountants, as cost auditors of the Company to carry out the audit of cost accounting records related to Mining, Pig Iron and Met Coke product produced at plants located at Navelim / Amona for the financial year 2012-13. Compliance Certificate A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance. Listing As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Company's equity shares are listed are: 1) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. 2) National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400 051. Your Company confirms that Annual Listing Fees for the year 2012-13 have been paid. Employees Your Directors express their deep appreciation for the unrelenting cooperation and support rendered by the employees at all levels of the Company. Your Directors wish to lay emphasis on safe working culture in the organisation and urge all the employees to not only follow safety standards but also to excel in all safety parameters. Statement of Particulars of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is annexed hereto. Acknowledgement The Directors would like to thank the employees and employee unions, shareholders, customers, suppliers, bankers, regulatory authorities and all the other business associates of the Company for their confidence and support to its Management. For and on behalf of Board of Directors Place: Panaji - Goa G. D. Kamat P. K. Mukherjee Date: April 27, 2013 Director Managing Director

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Mar 31, 2011

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31st March, 2011.

This report, therefore, is drawn for the Company on a stand-alone basis.

2010 -2011 2009 -2010 (Rs. in (Rs. in crore) crore)

Profit before provisions for depreciation 4,468.93 2,715.47 and tax

Less: Depreciation 83.13 57.38

Provision for Tax

- Current Tax 963.00 538.00

- Deferred Tax (10.00) 2.00

Profit after depreciation and tax 3,432.80 2,118.09

Add: Balance brought forward from the preceding year 297.70 95.57

Transferred on amalgamation of Sesa Industries Ltd. 283.48

Profit available for appropriation 4,013.98 2,213.66

Appropriations

Proposed dividend/final dividend 304.18 270.06

Tax on distributed profit 49.35 45.90

Dividend for 2009-10 in respect of Foreign Currency Convertible Bonds converted during the year (inclusive of dividend tax of Rs. 9.85 - 0.51 crore)

Dividend to shareholders of erstwhile Sesa Industries Limited on amalgamation (inclusive of dividend tax of Rs. 1.83 crore) 12.88 -

General Reserve 2,500.00 1,600.00

Balance carried to Balance Sheet 1,13772 297.70

4,013.98 2,213.66



In accordance with the requirements of the Listing Agreement, a consolidated Financial Statement of the Company is included in this Annual Report. The consolidated profit after tax for the group for the year ended 31st March, 2011 is Rs. 4,222.45 crore as against Rs. 2,639.04 crore for the previous year. The basic earnings per share (of Rs. 1 each) (excluding minority interest) works out to Rs. 49.17 as against Rs. 32.41 for the previous year.

Amalgamation of Sesa Industries Limited with Sesa Goa Limited

The Hon’ble Supreme Court of India has vide Order dated 7th February, 2011, upheld the Order of the Single Judge of High Court of Bombay at Goa dated 18th December, 2008 approving the Scheme of Amalgamation of Sesa Industries Limited (SIL) with Sesa Goa Limited (SGL) with appointed date of 1st April, 2005.

Consequently the Board of Directors, at its meeting held on 12th March, 2011 allotted 9,398,864 equity shares of face value of Rs. 1/- each bearing distinctive numbers 859,702,560 to 869,101,423 to the shareholders of erstwhile SIL, holding shares as on Record Date, i.e. 28th February, 2011 and approved distribution of dividend to the aforesaid allottees in terms of the Scheme of Amalgamation equivalent to Rs. 11.75 per share of face value of Rs. 1/-. As a result of allotment, the paid up share capital of the Company has gone up from Rs. 859,702,559 to Rs. 869,101,423.

Consequently, the figures of the Pig Iron segment for 2010-11 were incorporated in the company’s results in the quarter ended 31st March, 2011. The figures for 2010-11 are therefore not comparable with those of 2009-10 on stand-alone basis.

Dividend

The board of directors has recommended a dividend of Rs. 3.50 per equity share of Rs. 1/- each for 2010-11, as against Rs. 3.25 per equity share of Rs. 1/- each declared in 2009-10.

Operations

A summary on a stand-alone basis of the sales turnover and the working results is given below: 2010 - 2011 2009 - 2010

(All money values are Qty. in Value in Qty. in Value in net of freight) million Rs. crore million Rs. crore tonnes tonnes

Sale of Iron Ore* 14.7 6,736 15.2 4,238

Direct Exports 12.5 6,219 14.1 4,027

Other Sales 2.2 517 1.1 211

Sale of metallurgical coke 0.08 141 0.27 357

Sale of Pig Iron 0.27 664 - -

Profit after Tax - 3,433 - 2,118

* Includes 0.312 mt (amounting to Rs. 99.44 crore) transferred to pig iron division.

Note: Quantitative numbers are reported in DMT basis.

Sesa Goa produced 14.8 million tonnes of iron ore and sold 14.7 million tonnes of iron ore in 2010-11. This was marginally lower than the 16.0 million tonnes produced and 15.2 million tonnes of iron ore sold in 2009-10.

The Company’s production and sales were adversely affected by the imposition of ban on exports of iron ore in Karnataka by the Government of Karnataka (GoK), logistical hurdles and the extended monsoon in Goa which hampered mining and logistics operations. Logistic hurdles were also faced in Orissa.

During end July 2010, the Government of Karnataka (GoK) issued a notification to ban iron ore exports from ten minor ports and in the process stopped all the iron ore exports from the State. While this was aimed at curbing illegal mining, it completely stalled operations of existing regular miners like Sesa in Karnataka. On 5th April, 2011, the Supreme Court issued a ruling to lift the Karnataka iron ore export ban from 20th April, 2011.

In 2010, Chinese import of iron ore reduced by 3.7% in terms of volume. Much of this was on account of supply side constraints in major iron ore producing countries. Brazil also suffered from production shortfalls due to heavy rainfall; while in India, the export ban in Karnataka affected volumes. Both these countries are also facing several environmental restrictions in increasing iron ore exploration and production. In addition, development of port capacities and inland logistics in Brazil and India has not been in pace with growing requirements of the seaborne iron ore trade.

In an environment of strong demand, these supply- side constraints resulted in a steady increase in iron ore prices. Consequently, sales realisation per MT of iron ore

sold increased drastically over the course of 2010-11. This contributed to a increase in external sales revenue of iron ore by 62% from Rs. 5,170 crore in 2009-10 to Rs. 8,387 crore in 2010-11.

On the cost front, there were some developments that adversely affected Sesa Goa’s operations. The railway freight meant for export has continuously increased and on 28th February, 2011 Government of India increased the export duty for iron ore lumps from 15% to 20%, and that on fines from 5% to 20%. Despite these external adversities, the Company maintained its margins and delivered strong profits.

Your Company has successfully integrated the Sesa Resources (erstwhile Dempo) iron ore operations that were acquired in the previous financial year in our operations.

Exploration

Sesa Group continued its strong focus on exploration activities at its operations at Goa and Karnataka. During 2010-11, 6 drilling rigs were deployed across leases in Goa and Karnataka. By 31st March, 2011, over 68,900 metres were drilled which resulted in a gross addition of 53 mt to its reserves and resources base prior to a depletion of 21 mt during 2010-11. In November 2010, the Company closed its third party operations at the Thakurani Mines in Barbil, Orissa as the contract renewal was not on favorable commercial terms.

Total reserves and resources as on 31st March, 2011 stands at 306 million tonnes. The reserves and resources position has been independently reviewed and certified as per JORC standard.

Pig Iron & Met Coke Business

For the pig iron business, sales volumes decreased by 5% to 266,090 MT in 2010-11.

However, with better market prices, sales revenues increased by 22% from Rs. 552 crore in 2009-10 to Rs. 674 crore in 2010-11. Pig Iron profits before interest, tax, dividends and other non-recurring or non-allocable incomes for the pig iron business increased by 21% to Rs. 141 crore in 2010-11

External sales revenues of met coke increased by 6% to Rs. 152 crore in 2010-11 and profits before interest, tax, dividends and other non-recurring or non-allocable incomes for the met coke business increased by 161% to Rs. 89 crore in 2010-11.

Expansion Progress

The iron ore capacity expansion programme is on track for completion by the end of 2012-13.

By then your Company aims to produce 40 mt in Goa and Karnataka. Expansion of the pig iron capacity to 625 ktpa and the associated expansion of metallurgical coke capacity to 560 ktpa are also progressing well for commissioning by Q3 2011-12

Acquisitions

During 2010-11, the Company announced two major investment decisions. On 16th August, 2010, your Company announced a potential acquisition of 20% stake in Cairn India Ltd. And, on 22nd March, 2011, it announced the acquisition of assets of Bellary Steel & Alloys Ltd (“BSAL”).

Cairn India Limited

Your Company announced our participation in the proposed acquisition of Cairn India Ltd along with our parent Company Vedanta Resources plc. Sesa Goa will acquire 20% strategic stake in Cairn India under an Open Offer. If there is insufcient take up in the Open Offer, Sesa Goa will acquire the balance as part of the Vedanta Group’s acquisition of a majority stake in Cairn India. The total cash consideration for the shares to be acquired is circa US$3 billion.

Sesa Goa received the clearance from Securities and Exchange Board of India (“SEBI”) to proceed with the open offer of up to 20% of the shares of Cairn India, post which your company launched the open offer from 11th April, 2011 at a price of INR 355 per Cairn India share which closes on 30th April, 2011.

On 19th April, 2011, your Company acquired 200 million shares amounting to 10.4% stake in Cairn India from Petronas International Corporation Ltd (“Petronas”) at a price of Rs. 331 per share through bulk deal on Bombay Stock Exchange Limited. This acquisition is in addition to the Open Offer launched by your Company on 11th April, 2011 and ends on 30th April, 2011.

Bellary Steel and Alloys Limited

The Company acquired the assets of the upcoming Steel Plant Unit of BSAL for an all cash consideration of Rs. 220.00 crore. BSAL was in the process of putting up a 0.5 mtpa Steel Plant Project at Bellary. The assets of the under construction plant acquired include a free hold land of around 700 acres, building and structures, plant and machinery and other assets of the Steel Plant. The assets have been transferred on an “As is where is” Basis to SGL.

Your Company is presently conducting a detailed assessment in order to determine the best way forward for commissioning the steel plant at the earliest. However, the acquisition has been challenged by JSW Steel Ltd in the Supreme Court of India, which has asked the parties to maintain status quo until the matter is decided.

Outlook

The Company remains optimistic on the demand and price outlook for Iron Ore in the Global Seaborne trade. In fact, the consensus expectations suggest a global deficit for the next 2 years on the back of supply constraints. In the longer term, however, prices, will come down as supply picks-up with several new investments coming on stream.

On the cost front, increased royalty rates, railway and road freight and export duty continue to exert pressure on the Company’s margins. In addition, uncertain policies and slow progress on logistics infrastructure development will continue to affect volumes.

In this milieu, your Company reiterates its commitment to the medium term growth objective of achieving 40 mt of production by 2012-13 subject to certain statutory clearances. Sesa Goa remains focused on extracting the maximum internal efficiencies and operational productivity to develop the Company using its sustainable growth model. As with last year, we remain cautiously optimistic for overcoming challenges and delivering good growth in 2011-12.

ISO Certification

All the certificates under ISO: 9001-2008, ISO: 14001- 2004 and OHSAS 18001-2007 for Quality Management, Environment Management, Occupational Health and Safety Management respectively, are being maintained by the Company after periodical surveillance audits.

Sesa Community Development Foundation

The Foundation runs two units, viz. the Sesa Technical School (STS) and the Sesa Football Academy (SFA). The Company’s contribution during the year was Rs. 3.29 crore to the Foundation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956, are given in Annexure A, which forms part of this Report.

Ecology and Social Development

Your Company remains focused on improving the ecology and the environment. Its mine reclamation efforts have significantly improved the bio-diversity of the working as well as reclaimed mines. Successful replication of proven biotechnologies for mine land reclamation has become an integral part of the Company’s resource planning process. Trials have also been conducted to utilise the reject dump area for floriculture and the cultivation of other forest products.

Sesa Goa accords high priority to the safety of its employees. Conscious efforts were made to improve safety practices across all the units. DuPont Safety Services, Internationally best known consultant in safety, were engaged to undertake the safety culture assessment across all the units.

The Company had published Sustainable Development Report for 2008-2009 and 2009-10 based on International Guidelines of GRI G3 with application level of A+ and has plans to publish at the same level in 2010-11.

Sesa Goa continued its focus on CSR activities with strong commitment in Stake holder engagement to understand the community needs. Company has associated with reputed CSR partners to implement the CSR programs. Notably among them is University of

Agricultural Sciences Dharwad for Alternative Livelihood Methods for the communities around A. Narain Mine, Chitradurga, Karnataka, Gram Nirman-Codli with Mineral Foundation of Goa and Government of Goa and so on. Details on the Company’s CSR and sustainable development initiatives are given in the chapter on Management Discussion and Analysis that forms a part of this Annual Report.

Awards

Your Company was awarded with the following prestigious awards during the year 2010-11

- Awarded the Goan Achievers Award for Corporate Social Responsibility at an award function organised by Navhind Times and Viva Goa Magazine in Goa on 28th March, 2011.

- Won the Environmental Sustainability Excellence Award 2010-11, by the Indian Chamber of Commerce at Kolkata on 9th March, 2011.

- Conferred the award of being an ‘Excellent Water Efficient Unit - Beyond Fence’ at the Seventh Award for Excellence in Water Management 2010, organised by the Confederation of Indian Industry (CII), Godrej Green Business Centre.

- Excellence award for Afforestation for Sanquelim and overall performance Award for Codli Mines by Indian Bureau of Mines (IBM).

- Sesa Goa received British Safety Councils International Safety Award 2011 for its 5 units.

- Pig Iron Division and Met Coke Division received the Gomantak Suraksha Patra’ for safety performance for 2009 during an award function organised by the Green Triangle Society of Goa, in collaboration with Inspectorate of Factories & Boilers, in May 2010.

- Received the best performer award instituted by Financial Express-EVI in the Metals and Mining category for its contributions towards the environment and the excellence in the area of Green Businesses.

- Won the runners up trophy for the Best Corporate Social Responsibility Award for its Alternate Livelihood Project by Bombay Stock Exchange at its Sixth Social and Corporate Governance Awards 2010, on 16th December, 2010 at Mumbai.

Fixed Deposits

As reported last year, the Company has discontinued renewal of its fixed deposits on maturity. As on 31st March, 2011, all fixed deposits had matured. 11 deposits amounting to Rs. 1.56 lakhs remained unclaimed. All these depositors are regularly advised about maturity of their deposits and urged to claim these as soon as they can.

Safety

The FSI is an index which simultaneously takes into account both the frequency and severity of accidents. The Company’s safety performance is given below:

Division FSI 2010-11 2009-10

Mining 0.141 0.308

Shipping Division 5.477 0

Shipbuilding Division 0.106 1.019

Metallurgical Coke Division 0 0

Pig Iron Division 0 1.648

SGL Group 0.561 0.819

Group Structure

The Agarwal Group being a group defined under the Monopolies and Restrictive Trade Practices Act, 1969, controls the Company. A list of its group entities is given below:

Sr. List of Vedanta Group Companies Country of No incorporation

1 Mr. Anil Agarwal

2 Anil Agarwal Discretionary Trust Bahamas

3 Onclave PTC Limited Bahamas

4 Volcan Investments Limited Bahamas

5 Vedanta Resources Plc Great Britain

Direct Subsidiaries of the Parent Company

6 Vedanta Resources Holding Limited Great Britain

7 Vedanta Resources Jersey Limited Jersey(CI)

8 Vedanta Resources Jersey II Limited Jersey(CI)

9 Vedanta Finance (Jersey) Limited Jersey(CI)

10 Vedanta Resources Investments Limited Great Britain

11 Vedanta Jersey Investments Limited Jersey(CI)

Indirect Subsidiaries of the Parent Company

12 Bharat Aluminium Company Limited India

13 Copper Mines Of Tasmania Pty Limited Australia

14 Fujariah Gold UAE

15 Hindustan Zinc Limited India

16 The Madras Aluminium Company Limited India

17 Monte Cello BV Netherlands

18 Monte Cello Corporation NV Netherlands

19 Konkola Copper Mines PLC Zambia

20 Sterlite Energy Limited India

21 Sesa Goa Limited India

22 Sesa Resources Limited India

23 Sesa Mining Corporation Limited India

24 Sterlite Industries (India) Limited India

25 Goa Maritime Private Limited India

26 Sterlite Opportunities and Venture Limited India

27 Sterlite Infra Limited India

28 Thalanga Copper Mines Pty Limited Australia

29 Twin Star Holding Limited Mauritius

30 Vedanta Aluminium Limited India

31 Richter Holding Limited Cyprus

32 Westglobe Limited Mauritius

33 Finsider International Company Limited Great Britain

34 Vedanta Resources Finance Limited Great Britain

35 Vedanta Resources Cyprus Limited Cyprus

36 Welter Trading Limited Cyprus

37 Lakomasko BV Netherlands

38 THL Zinc Ventures Limited - Former THL KCM Mauritius Limited

39 Twinstar Energy Holdings Limited - Former Mauritius THL Aluminium

40 THL Zinc Limited - Former KCM Holdings Mauritius Limited

41 Sterlite (USA) Inc. USA

42 Talwandi Sabo Power Limited India

43 Allied Port Services Pvt Ltd India

44 Konkola Resources Plc Great Britain

45 Vizag General Cargo Berth Pvt. Limited India

46 Twin Star Mauritius Holding Limited Mauritius

47 Vedanta Namibia Holdings Limited Namibia

48 Skorpion Zinc (Pty) Limited Namibia

49 Namzinc (Pty) Limited Namibia

50 Skorpion Mining Company (Pty) Limited Namibia

51 Amica Guesthouse (Pty) Ltd Namibia

52 Rosh Pinah healthcare (Pty) Ltd Namibia

53 Black Mountain Mining (Pty) Ltd South Africa

54 THL Zinc Holding BV - Former Labaume BV Netherlands

55 Lisheen Mine Partnership Ireland

56 THL Zinc Holding Cooperative U.A Netherlands

57 Pecvest 17 Pvt. Ltd. South Africa

58 Vedanta Lisheen Finance Limited Ireland

59 Vedanta Base Metals (Ireland) Limited Ireland

60 Vedanta Lisheen Mining Limited Ireland

61 Killoran Lisheen Mining Limited Ireland

62 Killoran Lisheen Finance Limited Ireland

63 Lisheen Milling Limited Ireland

64 Killoran Concentrates Limited Ireland

65 Killoran Lisheen Limited Ireland

66 Killoran Lisheen Holdings Limited Ireland

67 Azela Limited Ireland

68 Paradip Port Services Pvt Limited India

69 MALCO Power Company Limited India

70 Malco Industries Limited India

Directors’ Responsibility Statement

Your Directors confirm that:

(i) the applicable accounting standards have been followed along with proper explanations relating to material departures, if any, for preparation of the annual accounts;

(ii) the accounting policies have been selected and applied consistently and judgments and estimates have been made 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 ended 31st March, 2011 and of the profits of the Company for that year;

(iii) proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

Directors

Mr. Ashok Kini and Mr. P. G. Kakodkar, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Board of Directors, at its meeting held on 19th July, 2010 appointed Mr. Jagdish Pal Singh as Additional Director of the Company. In terms of Section 260 of the Companies Act, 1956, he will be holding office up to the ensuing Annual General Meeting, and being eligible, offer himself for appointment.

Auditors

The Company’s Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Compliance Certificate

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate

Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

Listing

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Company’s equity shares are listed are:

1) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

2) National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400 051.

Your Company confirms that Annual Listing Fees for the year 2010-11 have been paid.

Employees

Your Directors express their deep appreciation for the unrelented co-operation and support rendered by the employees at all levels of the Company. Your Directors wish to lay emphasis on safe working culture in the organization and urge all the employees to not only follow safety standards but also to excel in all safety parameters.

Statement of Particualrs of Employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is annexed hereto.

Acknowledgement

Our Chairman, Mr. S. D. Kulkarni, has stepped down from the Board w.e.f. 24th January, 2011 after serving the Company for 10 years. The Board of Directors would like to thank Mr. Kulkarni for his substantial contributions, and for guiding Sesa Goa to its pioneering position.

The Directors would like to thank the employees and employee unions, shareholders, customers, suppliers, bankers, regulatory authorities and all the other business associates of the Company for their confidence and support to its Management.

For and on behalf of the Board of Directors

G. D. Kamat P. K. Mukherjee Director Managing Director

Place: Panaji-Goa Dated: 25th April, 2011

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Mar 31, 2010

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31st March 2010.

The merger of the subsidiary Company, Sesa Industries Limited (SIL) with the Company was approved by the single judge of the Bombay High Court at Goa. However, based on the appeal by the objector to the Division Bench of same Court, the Order of the Single Judge was set aside. SIL has filed Special Leave Petition in the Supreme Court of India against the Order of the Division Bench.

This report, therefore, is drawn for the Company on a stand-alone basis.

Financial Results

2009 -10 2008 -09 (Rs. in crore) (Rs. in crore)

Profit before provisions for depreciation and tax 2,715.47 2,674.80

Less: Depreciation (57.38) (44.10) Provision for Tax

– Current Tax (538.00) (684.00)

– Deferred Tax (2.00) (3.46)

– Fringe Benefit Tax -- (0.75)

Profit after depreciation and tax 2,118.09 1,942.49

Add: Balance brought forward from the preceding year 95.57 60.31

Profit available for appropriation 2,213.66 2,002.80

Appropriations

Interim dividend -- --

Proposed dividend/final dividend 270.06 177.13

Tax on distributed profit 45.90 30.10

General Reserve 1,600.00 1,700.00

Balance carried to Balance Sheet 297.70 95.57

2,213.66 2,002.80

In accordance with the requirements of the Listing Agreement, a consolidated Financial Statement of the Company is included in this Annual Report. The consolidated profit after tax for the group for the year ended 31st March 2010 is Rs. 2,639.04 crore as against Rs. 1,994.89 crore for the previous year. The earnings per share of Re. 1 each (excluding minority interest) works out to be Rs. 31.62 as against Rs. 25.26 for the previous year.

Dividend

The Board of Directors has recommended a dividend of Rs. 3.25 per share of Re. 1 each for the year 2009-10.

As stated in the earlier reports, the same amount of dividend per share will also be paid to the recipients of the Company’s shares upon merger of SIL with the Company out of the appropriable profits of the merged Company. Such distribution of dividend will also be required to be made out of the appropriable profits of the merged Company for the earlier years, viz., years ended 31st March 2006, 31st March 2007, 31st March 2008 and 31st March 2009.

Acquisition

In June 2009, through a definitive Share Purchase Agreement, Sesa Goa acquired all the outstanding common shares of VS Dempo & Co. Private Limited (“VSD”), which in turn, also holds 100% equity shares of Dempo Mining Corporation Private Limited and 50% equity shares of Goa Maritime Private Limited for a total consideration of Rs. 1,750 crore (based on normative working capital) on debt-free and cash-free basis. The working capital on the acquisition date, thereafter, was determined and audited, and accordingly the final consideration amounted to Rs. 1,713 crores. The transaction was funded by Sesa Goa from its existing cash resources. At the time of acquisition it was estimated that VSD owned or had the rights to mineable reserves and resources of 70 million tonnes of iron ore in Goa. VSD’s Goa mining assets include processing plants, barges, jetties, transhippers and loading capacities at Mormugoa port.

Operations

A summary of the sales turnover and the working results on standalone basis, is given below:

2009 - 10 2008 - 09

Qty. in Qty. in million Value in million Value in

(All money values are net of freight) tonnes Rs. crore tonnes Rs. crore

Sale of Iron Ore 16.875 4,238 15.103 4,282

Direct Exports 15.735 4,027 14.089 4,077

Indirect Exports 0.009 1 0.405 50 (through local exporters)

Other Sales 1.131 210 0.609 155

Sale of metallurgical coke 265 357 0.217 465

Profit after Tax 2,118 1,942

Sesa Goa confronted difficult market conditions in the first two quarters. With rising Chinese imports, demand started picking up from Q3 of, 2009-10. And in Q4 of 2009-10, the Company recorded all time high sales and production. With this rally in the second half, annual sales volumes increased by 12% from 15.1 million tonnes in 2008-09 to 16.9 million tonnes in 2009-10. While high levels of price remained below what was attained in the pre-economic slowdown days, sales realisation also increased steadily over the course of 2009-10. The combination of sales volumes and improved realisation helped propel Sesa Goa’s performance in 2009-10.

On the cost front, there were some external developments that adversely affected Sesa Goa’s operations. During Q2, 2009-10, the Government of India (GoI) changed the basis of royalty-charges on iron ore to ad-valorem (10%) basis from specific rates being levied earlier. This change in royalty was effective from 13th August 2009. Also, in December 2009, the export duty for iron ore lumps was increased from 5% to 10% along with the re-introduction of export duty on iron ore fines by 5%. Despite, these adversities increasing the Company’s cost base, Sesa Goa increased its profits in 2009-10 as compared to 2008-09. This was achieved through higher sales volume, better price realisation and productivity improvements.

During 2009-10 your Company’s geographical distribution of iron ore sales on standalone basis is given below:

Particulars 2009-10

China 83%

Europe 3%

Japan 3%

Pakistan --

South Korea 4%

India-Domestic 7%

Total 100%

With 83% share China continues to be the primary market for Sesa Goa. While 93% of its iron ore revenues are from exports, 7% is sold in the domestic Indian market.

The total material handled by Sesa increased from 36.5 million tonnes in 2008-09 to 49.1 million tonnes in 2009-10. The Company delivered good results even in difficult conditions. This is a result of its aggressive policy and successful efforts to increase production at its mines at Goa, and Karnataka. This was supported by well managed logistics activities, which includes land transportation, barge management and port activities at Mormugao, New Mangalore, Paradip and Haldia. The Company has surpassed all past records in terms of tonnage handled at mines and by the transhipper vessel, M.V. Orissa.

Exploration Success

While production is important, Sesa Goa lays great emphasis on developing assets. With this objective, Your Company is focused on adding more iron ore resources through its exploration activities. During 2009-10, there were 9 drilling rigs deployed across leases in Goa and Karnataka. By 31st March 2010, over 56,000 metres have been drilled which has resulted in a net addition of 43 million tonnes to reserves and resources, post depletion of 24 million tonnes through production activities.

As on 31st March 2010, total consolidated reserves and resources stand at 353 million tonnes (at the mines that the Company holds on lease and/or right to mine) as compared with 240 million tonnes as on 31st March 2009 and 70 million tonnes of reserves and resources from

Dempo which was acquired in the month of June 2009. The reserves and resources position has been independently reviewed and certified as per Joint Ore Reserve Committee (JORC) standard.

Expansion Project

During Q2, 2009-10, Sesa Goa announced setting up of new integrated project to increase the pig iron production capacity by 0.375 million tonnes per annum (mtpa) by setting up a new blast furnace of 450 cubic metres working volume. The Company also announced the setting up of a new sinter plant of 75 square metres, a new non recovery coke plant of 0.280 mtpa based on its own patented coke-making technology. A 30 MW power plant utilising the waste heat from the new coke plant and excess blast furnace gas from the new blast furnace facilities is also coming up. Post commissioning of the new projects, Sesa will be the only producer/manufacturer of pig iron in the secondary sector in India, with almost total backward integration.

Total investment in these projects is estimated at Rs.605 crore (equivalent to US$125 million). This will be funded through a combination of debt and internal accruals. The project, expected to be completed by Q1, 2011-12 is being executed as per schedule.

Outlook

While there are some positive signs with USA recording two consecutive quarters of positive growth, there will continue to be considerable uncertainties and negative surprises from the developed world. However, the Company believes that China and India are well on the recovery path. There are no indications of any sharp reduction in steel production or iron ore imports in China. In fact, in the near future iron ore prices are expected to remain firm. In this milieu, there will be several opportunities for Sesa Goa to leverage its competitive cost structure to penetrate markets, especially in China, and gain share in its imports. It will have to continue to focus on minimising costs and aggressively pushing volumes to customers and increase its share in the global iron ore trade. The Company remains cautiously optimistic about its prospects in 2010-11.

ISO Certification

All the certificates under ISO : 9001-2008, ISO: 14001-2004, OHSAS 18001-2007 for Quality Management, Environment Management and Occupational Health and Safety Management, respectively, are being maintained by the Company after regular periodical surveillance audits.

Subsidiary Companies

Operations of Sesa Industries Limited (SIL) have resulted in a net profit of Rs. 84.30 crore in 2009-10, as against Rs. 57.67 crore for the previous year. Production was at record high of 0.280 million tonnes as against 0.217 million tonnes for the previous year and sales at 0.279 million tonnes as against 0.224 million tonnes.

The operations of Dempo’s have resulted in a net profit of Rs. 493 crore in 2009-10. The increase in profitability was mainly driven by higher operational efficiencies and increased iron ore prices. Saleable iron ore production and sales during the attributable period of post 11th June 2009 in 2009-10 was at 3.600 million tonnes and 3.647 million tonnes respectively.

Pursuant to the Accounting Standards AS-21 issued by the Institute of Chartered Accountants of India, the consolidated financial statements presented by the Company includes financial information of its subsidiaries. The Company has made an application to the Government of India seeking exemption under Section 212(8) of the Companies Act, 1956, from attaching/including the balance sheet, profit and loss account and other documents of the subsidiary companies to the Annual Accounts and Annual Reports of the Company. The Company will make available these documents/details upon request by any member of the Company, if the same application is granted.

Sesa Community Development Foundation

The Foundation runs two units, viz. the Sesa Technical School (STS) and the Sesa Football Academy (SFA). The Company’s contribution during the year was Rs. 3.53 crore to the Foundation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956, are given in Annexure A, which forms part of this Report.

Ecology and Social Development

The Company has a strong focus on preservation of environment and adaption of new technologies that are environment friendly. The Company has successfully integrated biotechnological approach in its plantation programmes; this approach was developed in collaboration with Goa University. The Company has made further progress on improving the mine land reclamation practices by developing Bamboo pavilion on reclaimed site. The Company has developed Butterfly Park to further enhance the recreational aspects of the site.

The Plantation Management Plan of the reclaimed Sanquelim mine is being implemented in a phased manner over a period of three years. The objective is to improve the bio-diversity of the area.

During the monsoon, about 135,831 saplings of different native species have been planted in and around various establishments of the Company.

The Company accords the highest priority to safety of its employees. Conscious efforts were made to improve safety practices across all the units. World renowned safety consultant, DuPont Safety Services, were engaged to undertake the safety culture assessment across all the units and its recommendations are being implemented.

Sesa Goa continued its CSR activities with a strong commitment to stakeholder engagement and understanding of community needs. The Company further developed its association with the reputed CSR partners to implement its CSR programmes. Apart from the University of Agricultural Sciences, Dharwad for Alternative Livelihood Methods for the communities around A. Narain Mine, Chitradurga, Karnataka and Gram Nirman-Codli in association with

Mineral Foundation of Goa and Government of Goa, the Compamy also partnered with Mathruchaya, Bedki Panlot Sangh, Bedki Khandola Panlot Sangh and SPEECH.

For the fourth successive year the Company had published Sustainable Development Report for the year 2008-2009 based on International Guidelines G3 with A+ level and has plans to publish at same level for the year 2009-10.

More on the Company’s CSR and sustainable development initiatives are given in the chapter on Management Discussion and Analysis that forms a part of this Annual Report.

Awards

Your Company was awarded with the following prestigious awards during the year:

– Sesa Goa Limited – Reclaimed Sanquelim Mine was awarded the “Certificate of Appreciation for Plantation Management” by Confederation of Indian Industry (CII) during 6th CII Western Region Safety, Health and Environment (CII WR SHE).

– At the ANML – MEMCA week held in January 2010, the Company secured the following awards: Afforestation – 1st Prize; Waste Dump Management – 1st Prize; Top Soil Management – 2nd Prize; Systematic Development, Reclamation & Rehabilitation – 2nd Prize; Management of Sub Grade Minerals – 2nd Prize; Installation and use of Mechanical Beneficiation Plant – 2nd Prize; Publicity and Propaganda – 1st Prize. Apart from these Sesa Goa secured the first prize for overall performance.

– Sesa Goa’s Met Coke Division won the International Safety Award for 2009 by British Safety Council.

– During the 47th National Maritime Celebration, Sesa Goa was adjusted as the best Barge operator in Goa (2009-10).

– Sesa Goa won the overall first prize for Corporate Social Responsibility (CSR) during the 7th National conference on Occupational Safety, Health and Environment, organized by Inspectorate of Factories and Boilers, Govt. of Goa, held in February 2010.

Fixed Deposits

As reported last year, the Company has discontinued renewal of its fixed deposits on maturity. As on 31st March 2010, all fixed deposits had matured. 16 deposits amounting to Rs. 0.02 crore remained unclaimed. All these depositors are regularly advised about maturity of their deposits and urged to claim these as soon as they can.

Safety

The FSI is an index which simultaneously accounts for the frequency and the severity of accidents. The Company’s safety performance is given below:

Division FSI

2009-10 2008-09

Mining 0.308 1.451

Shipping Division 0 0.391

Shipbuilding Division 1.019 0.096

Metallurgical Coke Division 0 0.152

Sesa Goa Limited 0.319 1.505

It is evident from the above data that there is substantial reduction i.e 79% reduction in FSI compared to the last year.

Group Structure

The Agarwal Group being a group defined under the Monopolies and Restrictive Trade Practices Act, 1969, controls the Company. A list of its group entities is given below:

Sr. No Name of Group Companies

1. Volcan Investments Limited, Bahamas

2. Vedanta Resources Plc, United Kingdom

3. Vedanta Finance Jersey Limited, Jersey

4. Vedanta Resources Holdings Limited, United Kingdom

5. Twinstar Holdings Limited, Mauritius

6. Welter Trading Limited, Cyprus

7. Vedanta Resources Finance Limited, United Kingdom

8. Vedanta Resources Cyprus Limited, Cyprus

9. Richter Holding Limited, Cyprus

10. Westglobe Limited, Mauritius

11. Finsider International Company Limited, United Kingdom

12. Hindustan Zinc Limited, India

13. Sesa Industries Limited, India

14. Konkola Copper Mines Plc, Zambia

15. Vedanta Aluminium Limited, India

16. Sterlite Industries (India) Limited, India

17. Sterltie Paper Limited, India

18. Sterlite Opportunities and Ventures Limited, India

19. The Madras Aluminium Company Limited, India

20. Bharat Aluminium Company Limited, India

21. THL KCM Limited, Mauritius

22. KCM THL Limited, Mauritius

23. Vedanta Resources Investments Limited, United Kingdom

24. THL Aluminum Limited, Mauritius

25. Monte Cello BV, Netherlands

26. Sterlite Energy Limited, India

27. Copper Mines of Tasmania Pty Limited, Australia

28. Fujairah Gold FZE, UAE

29. Thalanga Copper Mines Pty Limited., Australia

30. Monte Cello NV, Netherlands Antilles

31. Vedanta Resources Jersey Limited

32. Vedanta Resources Jersey II Limited

33. Vedanta Jersey Investment Limited.

34. Mr. Anil Agarwal

Directors Responsibility Statement

Your Directors confirm that:

(i) the applicable accounting standards have been followed along with proper explanations relating to material departures, if any, for preparation of the annual accounts;

(ii) the accounting policies have been selected and applied consistently and judgments and estimates have been made 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 ended 31st March 2010 and of the profits of the Company for that year;

(iii) proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

Directors

Mr. G. D. Kamat and Mr. K. K. Kaura, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Auditors

The Company’s Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Compliance Certificate

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

Listing

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Company’s equity shares are listed are:

1) Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001

2) National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex Bandra East Mumbai – 400 051

Your Company confirms that Annual Listing Fees for the year 2009-10 have been paid.

Employees

Your Directors express their deep appreciation for the unrelented co-operation and support rendered by the employees at all levels of the Company. Your Directors wish to lay emphasis on safe working culture in the organization and urge all the employees to not only follow safety standards but also to excel in all safety parameters.

Statement of Particulars of Employees as required in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is annexed hereto.

Acknowledgement

The Directors would like to thank the employees and employee unions, shareholders, customers, suppliers, bankers, regulatory authorities and all the other business associates of the Company for their confidence and support to its Management.

For and on behalf of the Board of Directors

S.D. Kulkarni

Chairman

Dated: 19th April 2010