vedanta oil & gas (formerly Malco Energy Limited) has approved two new employee incentive schemes and elevated a key director to the role of Vice Chairman. At a Board meeting held on July 29, 2026, the company adopted the Vedanta Oil and Gas Limited - Employee Stock Option Plan 2026 (VOGL ESOP 2026) and the Vedanta Oil and Gas Limited - Employee Stock Purchase Plan 2026 (VOGL ESPP 2026). These plans aim to align employee interests with long-term value creation by granting options and shares to eligible staff across the company and its subsidiaries. The total pool under both schemes will not exceed 5% of the total paid-up share capital. In a separate governance move, the Board designated Mr. Pulak Modi, currently a Non-Executive Director, as the Vice Chairman of the Board.

The approval of these schemes follows recommendations from the Nomination & Remuneration Committee (NRC) and is subject to shareholder approval. The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The implementation will occur through the Vedanta Oil and Gas Limited ESOS Trust, which will acquire existing equity shares via secondary acquisition from the open market in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Scheme Details

The two plans differ in structure, pricing, and vesting terms. The ESOP focuses on performance-linked vesting, while the ESPP offers a more direct purchase mechanism with potential nil-cost options.

Eligibility extends to employees of the company, its holding company, and subsidiaries. However, promoters, promoter group entities, independent directors, and individuals holding more than 10% equity are excluded from participation. The NRC will determine the specific quantum of shares and other terms for eligible employees in accordance with applicable laws.

Governance Changes

Alongside the incentive plans, the Board formalized a leadership change. Mr. Pulak Modi, who serves as a Non-Executive Director, has been designated as the Vice Chairman of the Board of Vedanta Oil and Gas Limited. This appointment strengthens the governance structure as the company expands its human capital strategies.

What the Numbers Show

The adoption of these schemes signals a strategic shift towards retaining talent through equity-based incentives rather than cash bonuses alone. By capping the total dilution at 5% of paid-up capital, management has set a clear boundary on shareholder impact. The inclusion of a nil-purchase-price option under the ESPP is particularly notable, suggesting a strong commitment to broad-based employee ownership. The requirement for performance-based vesting under the ESOP ensures that rewards are tied to measurable outcomes, mitigating the risk of unearned equity distribution. With no grants made as of the filing date, the immediate financial impact on earnings per share is negligible, but future dilution will depend on the extent of options exercised over the coming years.

Vedanta Oil & Gas Limited disclosed on July 23, 2026, that its promoter group entities have executed a $2,250,000,000 facility agreement, resulting in an encumbrance over 56.38% of the company’s total share capital. The agreement, dated July 20, 2026, was entered into by Twin Star Holdings Ltd as the primary borrower, with Vedanta Resources Limited, Vedanta Holdings Mauritius II Limited, and Welter Trading Limited acting as guarantors. This financial arrangement imposes significant covenants on the listed entity, restricting its ability to create security over assets or engage in certain corporate actions without lender consent, thereby impacting its operational flexibility.

Facility Structure and Lenders

The facility is structured with a total maximum commitment of $2,250,000,000. As of the disclosure date, the commitment from original lenders stands at $1,545,000,000, with an additional increase commitment of up to $705,000,000 available through increase lenders. GLAS Agency (Hong Kong) Limited serves as the agent and security agent for the transaction.

The arrangers and original lenders include a consortium of global financial institutions:

Encumbrance Details

The encumbrance covers 2,204,724,753 equity shares, representing 56.38% of the total share capital. This follows previous disclosures regarding encumbrances linked to guaranteed senior bonds issued by Vedanta Resources Finance II PLC and earlier facilities availed by Twin Star Holdings Ltd. The shareholding breakdown of the promoter group entities subject to this specific encumbrance is detailed below:

Restrictions and Covenants

The facility agreement imposes strict covenants on Vedanta Oil & Gas Limited, categorized based on their effective dates:

Identified Clauses (Effective from First Utilisation Date): If Vedanta Oil & Gas becomes a Material Subsidiary of Vedanta Resources Limited, restrictions apply to:

• Creation of security over assets or shares.
• Sale or disposal of assets outside the ordinary course of business.
• Investments in businesses not associated with mining, metals, coal, oil and gas exploration/production, infrastructure, power, or energy.
• Any merger involving the company.
• Encumbrance or restriction on distributions within six months of becoming a Material Subsidiary.

General Restrictions (Effective from Execution Date):

• Entering into material contracts or arrangements with related parties unless on arm’s length terms and in the ordinary course of business.

Proceeds from the facility are designated for repaying financial indebtedness of the Vedanta Resources Limited group, paying fees and costs, and general corporate purposes. The agreement explicitly prohibits using proceeds to finance or refinance thermal coal infrastructure, violate anti-bribery laws, or remit funds to India. No direct liabilities have been imposed on Vedanta Oil & Gas Limited itself, but the encumbrance affects the promoter group's control and strategic options for the listed entity.