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Corporate Governance Corporate Governance
Corporate Governance

Governance that GUIDES EVERY GROWTH ENGINE

As we support India’s journey towards self-sufficiency and advance our sustainability priorities, we continue to strengthen the way we manage natural resources responsibly. Our governance framework provides the structure, discipline and accountability required to guide this responsibility. Clear roles and responsibilities across every constituent of the governance system enable consistent decision-making and sustained value creation. Integrity, ethical conduct and responsible business practices remain central to the way we operate, grow and engage with our stakeholders.

Our Governance Framework

Our governance framework is anchored in our core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care. These values guide our vision, strategic mission and commitment to sustainable growth. The framework enables us to align business performance with accountability, stakeholder expectations and long-term value creation across our diversified natural resources portfolio.

Governance
Governance
Stakeholder
Stakeholder
Risk Management
Risk Management
Integrity and Transparency
Integrity & Transparency
Compliance and Reporting
Compliance &
Reporting
Environmental Social and Governance
Environmental, Social &
Governance (ESG)
Strategy Planning and Performance
Strategy, Planning &
Performance

Corporate Governance Philosophy

Good governance defines our long-term value creation philosophy. We see purpose-led governance and ethics-driven conduct as essential to our ambition of building India’s largest diversified natural resources conglomerate and positioning ourselves among the most sustainable organisations globally.

Our governance ethos reflects a dual operating approach. Each entity within the Group has its own management systems and operational responsibilities, while the Group functions cohesively through a shared purpose and common governance standards. This approach helps us combine entrepreneurial agility with institutional discipline.

We view responsible operations as our fiduciary duty as trustees of multiple capitals: financial, manufactured, intellectual, human, social and relationship, and natural. This stewardship guides the way we manage resources, execute our integrated value chain and deliver consistent value for stakeholders.

An engaged and informed Board leads this governance philosophy. The Board brings diverse expertise, guides strategic direction, identifies opportunities and oversees risk management to safeguard and enhance business value. In a dynamic operating environment, this forward-looking approach strengthens resilience, deepens stakeholder trust and supports sustainable growth.

Rooted in our values, we continue to build a Group that leads through scale, diversification, governance, responsibility and sustainability. Our purpose remains clear: to deliver long-term value for all stakeholders while contributing to an inclusive and sustainable future.

Composition of the Board of Directors

As on 31 March 2026, the Board comprises eight members, as listed below:

S. No. Name Designation Gender Age (as on 31 March 2026)
1 Mr. Anil Agarwal Non-Executive Chairman Male 73
2 Mr. Navin Agarwal Executive Vice Chairman Male 65
3 Ms. Pallavi Joshi Bakhru Non-Executive Independent Director Female 58
4 Mr. Dindayal Jalan Non-Executive Independent Director Male 69
5 Mr. Prasun Kumar Mukherjee Non-Executive Independent Director Male 70
6 Mr. R. Gopalan Non-Executive Independent Director Male 73
7 Mr. Arun Misra Executive Director Male 60
8 Ms. Priya Agarwal Hebbar Non-Executive Director Female 36
Age Group pie chart
Gender pie chart

Board Governance

As we grow from strength to strength, we continue to raise the standards of our governance practices. Our commitment extends across ESG initiatives, disclosure practices, Board independence and effectiveness, diversity, equity and inclusion, alignment with globally accepted norms and policies, and the development of a digitally enabled, technology-driven organisation.

Governance anchors our transformation journey. Responsible change remains central to how we scale, create sustained value and set higher benchmarks for the industry. Across our operations, governance provides the foundation for disciplined execution, responsible decision-making and long-term resilience.

The Board plays a pivotal role in implementing our strategic objectives. It guides management in meeting stakeholder commitments while upholding ethical conduct and responsible growth. Its oversight combines strategic direction, risk awareness and institutional accountability, helping us remain agile and future-ready in a dynamic operating environment.

The Board is supported by

  • Established Committees
  • Risk Management Framework
  • Vedanta Sustainability Framework and Vedanta Sustainability Assurance Process (VSAP)
  • Code of Business Conduct and Ethics
  • Other Group policies, practices and control mechanisms
Corporate Governance

Through prudent oversight, alignment with Group values and a strong sustainability focus, the Board continues to reinforce our resilience and long-term growth. Its commitment to ethics and responsibility ensures that our operations remain purpose-driven and that we continue to deliver sustained value for all stakeholders.

ESG Governance

Our ESG governance structure brings consistency, accountability and ownership across the organisation. The ESG Committee, together with our Group Health, Safety, Environment & Sustainability (HSE&S) and ESG functions, is responsible for activating, mainstreaming and monitoring ESG initiatives across the Group.

We have established dedicated forums for regular management review and oversight at every level. ESG-themed communities at each BU and SBU further strengthen ownership by driving projects, tracking progress and supporting timely implementation. This structure enables ESG priorities to move from intent to action across our businesses.

ESG Ratings

Sustainability and ESG remain core business imperatives for us. We continue to strengthen our practices, disclosures and performance with the objective of improving our ESG ratings over time. This focus reflects our commitment to responsible growth, transparent reporting and stronger alignment with stakeholder expectations.

ESG Ratings: significant improvement across key external ratings

CSA Yearbook recognition for 3rd time in a row

Risk Score chart
  • Vedanta improved its score by 3 points in the last 4 years
ESG Rating chart
  • Vedanta maintained BB rating
  • Rating is above industry average
CDP ESG Rating chart
  • CDP Climate: B rating in 2025
  • CDP Water: A- rating in 2025
  • CDP Supplier Engagement: A- rating in 2025

G20/OECD Framework Alignment

We align with the G20/OECD Principles of Corporate Governance through the following practices:

Enabling an Effective Corporate Governance Framework

  • Alignment with free market practices, fair competition and anti-competitive policy requirements
  • Compliance with statutory requirements prescribed by SEBI, MCA and other regulators
  • Adoption of an informed, diverse, relevant and experienced Board
  • Integrity-led leadership, supported by collective and specific Board responsibilities

Strengthening the Role of Stakeholders

  • Continuous engagement with investors, clients, customers, employees, bankers and regulators
  • Specific policies for vendors, suppliers and business partners
  • Employee policies focussed on health, safety, well-being and growth
  • A strong whistle-blower policy and vigil mechanism
  • Social responsibility and welfare initiatives developed in consultation with communities

Reaffirming Board Guidance and Accountability

  • Fully informed decision-making, due diligence and care in the best interests of the Company
  • High ethical standards in monitoring decisions and providing oversight
  • Responsible accountability across strategic and operational matters

Protecting Shareholder Rights and Equitable Treatment

  • Assurance of rights and equitable treatment for all shareholders, including minority and foreign shareholders
  • Dedicated channels for shareholders to raise concerns
  • Annual General Meetings conducted in line with applicable norms
  • Regular publications that update shareholders on performance, strategy, governance and related matters

Safeguarding disclosure and transparency with:

  • Compliance-led periodic disclosures and a transparent reporting suite
  • Voluntary reporting aligned with globally accepted frameworks, including Integrated Reporting, GRI, Climate Action Report and BRSR
  • External independent assurance for financial and non-financial information

Advancing Sustainability and Resilience

  • Consideration of sustainability-related disclosure policies that are consistent, comparable and reliable
  • Inclusion of retrospective and forward-looking material information in disclosures
  • Constructive dialogue and active cooperation between the Board and stakeholders on sustainability matters