Exhibit 99.2
UPENDRA SHUKLA B. Com., F. C. S Company Secretary 504, Navkar, Nandapatkar Road, Vile Parle East, Mumbai-400 057. Resi: 2611 8257 Mob.: 98211 25846E-mail: ucshukla@rediffmail.com Shri Navin Agrawal Chairman Vedanta Limited 1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (Hast) Mumbai 400 093 Dear Sir, Sub: Combined Report on remoteE-voting and voting by Instapoll (Tab Voting) conducted at 54th Annual General Meeting of Vedanta Limited. 1) As per the provisions of Section 108 of the Companies Act, 2013 read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 as also Regulation 44 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided the facility of remotee-voting to the Shareholders to cast their votes electronically on all the resolutions proposed in the notice of 54lh Annual General Meeting. 2) In line with the provisions of the Companies Act, 2013 and in term of the clarifications issued by MCA, voting by show of hands is not permitted at the general meeting wheree-voting has been offered to the Shareholders. Therefore, at the 54th Annual General Meeting of the Company, voting was announced by the Chairman and was conducted by means of Instapoll (Tab Voting). 3) I, Upendra C. Shukla, Practising Company Secretary, was appointed as the Scrutinizer by the Company to scrutinize the remotee-voting process. 1 was also appointed as Scrutinizer to scrutinize the voting by means of Instapoll (Tab Voting) at the 54th Annual General Meeting (AGM). The said appointment was for ascertaining the requisite majority on remotee-voting as also on Instapoll (Tab Voting) carried out for the resolutions proposed to be passed at the 54th AGM of the Shareholders of the Company, held on Thursday, the 11th July, 2019. 4) M/s. Karvy Fintech Pvt. Ltd., the Registrar and Share Transfer Agents of the Company, provided all the requisite data of the shareholders eligible for voting. 5) My responsibility as a scrutinizer for electronic voting process is also to make Combined Report for both remotee-voting and instapoll, on the votes cast ‘in favour’ or ‘against’ the resolutions placed before the 54th AGM of the Company. 6) Based on the reports generated from thee-voting system provided by M/s. Karvy Fintech Pvt. Ltd. and also votes cast on Instapoll (Tab Voting), I submit the consolidated results of thee- voting and the Instapoll (Tab Voting) as under: ...2/C-90, Snehadhara, Dadabhai Cross Road No.3, Vile Parle West, Mumbai - 400 056. Tel.: 2624 3350
UPENDRA SHUKLA : 2 : Resolution No. 1: Ordinary Resolution: Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors and Auditors thereon. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Response No. of shares/ votesE-voting 893 3045544363 99.977 12 714949 0.023 23 11960000 Instapoll (Tab Voting) 143 210683 98.229 13 3799 1.771 3 10565 Combined 1036 3045755046 99.976 25 718748 0.024 26 11970565 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. Resolution No. 2: Ordinary Resolution: Adoption of the Audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of Auditors thereon. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Response No. of shares/ votesE-voting 892 3045544302 99.976 13 715009 0.024 23 11960000 Instapoll (Tab Voting) 143 210902 98.331 13 3580 1.669 3 10565 Combined 1035 3045755204 99.976 26 718589 0.024 26 11970565 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. Resolution No. 3: Ordinary Resolution: Confirmation of payment of two Interim Dividends aggregating to Rs. 18.85 per Equity Share for the financial year ended March 31, 2019. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 900 3053148518 100 9 942 Negligible 18 5065958 Instapoll (Tab Voting) 146 211226 98.482 10 3256 1.518 3 10565 Combined 1046 3053359744 100 19 4198 Negligible 21 5076523
UPENDRA SHUKLA : 3 : Resolution No. 4: Ordinary Resolution: Confirmation of the payment of Preference Dividend on 7.5% onNon-cumulativeNon-Convertible Redeemable Preference Shares for the period from April 1, 2018 up to the date of redemption i.e. October 27, 2018. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 885 3053146001 99.999 19 1817 0.001 25 5067599 Instapoll (Tab Voting) 143 210683 98.243 12 3769 1.757 4 10595 Combined 1028 3053356684 100 31 5586 Negligible 29 5078194 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. Resolution No. 5: Ordinary Resolution: Appointment of Ms. Priya Agarwal (DIN: 05162177), who retires by rotation and being eligible, offers herself forre-appointment as a Director. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 846 3018336011 99.252 48 22749281 0.748 37 17130126 Instapoll (Tab Voting) 142 210394 98.094 14 4088 1.906 3 10565 Combined 988 3018546405 99.252 62 22753369 0.748 40 17140691 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. Resolution No. 6: Ordinary Resolution: Appointment of Mr. Srinivasan Venkatakrishnan (DIN: 08364908) as the Whole-Time Director, designated as Chief Executive Officer (CEO) of the Company for the period from March 01, 2019 to August 31, 2021. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 828 2971102785 98.450 54 46780912 1.550 47 40331721 Instapoll (Tab Voting) 142 210394 98.094 14 4088 1.906 3 10565 Combined 970 2971313179 98.450 68 46785000 1.550 50 40342286
UPENDRA SHUKLA : 4 : Resolution No. 7: Ordinary Resolution:Re-appointment of Mr. Tarun Jain (DIN: 00006843) asNon- Executive Director of the Company for a period of one (1) year effective April 1, 2019 to March 31, 2020. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 866 3031478512 99.290 40 21669988 0.710 24 5066908 Instapoll (Tab Voting) 142 210394 98.094 14 4088 1.906 3 10565 Combined 1008 3031688906 99.290 54 21674076 0.710 27 5077473 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. Resolution No. 8: Special Resolution: Approval of the payment of remuneration to Mr. Tarun Jain (DIN:00006843),Non-Executive Director in excess of the limits prescribed under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 829 3022785950 99.006 75 30356112 0.994 26 5073356 Instapoll (Tab Voting) 142 210394 98.094 14 4088 1.906 3 10565 Combined 971 3022996344 99.006 89 30360200 0.994 29 5083921 Since combined number of votes cast in favour of the resolution is more than three times the votes cast against the resolution, the said special resolution may be declared passed. Resolution No. 9: Ordinary Resolution: Appointment of Mr. Mahendra Kumar Sharma (DIN: 00327684) as an Independent Director for a term effective from June 01, 2019 till May 03, 2022. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 784 2976637949 97.494 123 76505015 2.506 25 5072444 Instapoll (Tab Voting) 144 210429 93.505 15 14618 6.495 0 0 Combined 928 2976848378 97.494 138 76519633 2.506 25 5072444
UPENDRA SHUKLA : 5 : Resolution No. 10: Ordinary Resolution: Ratification of the remuneration of Cost Auditors for the financial year ended March 31, 2020. In favour of the Resolution Against the Resolution Abstain No. of Response received No. of votes cast % of votes cast No. of Response received No. of votes cast % of votes cast No. of Respon se No. of shares/ votesE-voting 886 3053121405 99.999 21 27230 0.001 23 5066783 Instapoll (Tab Voting) 143 210424 98.108 13 4058 1.892 3 10565 Combined 1029 3053331829 99.999 34 31288 0.001 26 5077348 Since combined number of votes cast in favour of the resolution is more than number of votes cast against the resolution, the said ordinary resolution may be declared passed. 7) Out of 161, 2 cases of instapoll (Tab Voting) were found invalid. 8) It is specificallypointed-out that in case ofe-voting some of the shareholders partially cast their votes in favour and partially against the resolution. 9) A list of Equity Shareholders, who voted throughe-voting and through Instapoll (Tab Voting) is kept ready for handing over to the Company Secretary. Thanking you, Yours faithfully, \SB. (U.C. SHUKLA) Company SecretaryFCS- 2727/CP- 1654 Dated: July 11, 2019 Place: Mumbai
