Vedanta Oil & Gas has initiated a postal ballot process seeking member approval for the introduction of new employee stock option and share purchase plans, alongside authorizing material related party transactions with group entities. The company proposes to create a combined equity pool of approximately 5% of its paid-up capital through an irrevocable employee welfare trust, utilizing secondary market acquisitions to avoid direct equity dilution for existing shareholders.

Employee Benefit Plans Structure

The proposed resolutions seek approval for two distinct schemes: the Vedanta Oil & Gas Limited – Employee Stock Option Plan 2026 (VOGL ESOP 2026) and the Employee Share Purchase Plan 2026 (VOGL ESPP 2026). The ESOP plan contemplates granting up to 16,62,04,184 options, representing 4.25% of the total paid-up share capital. Separately, the ESPP plan allows for the transfer of up to 2,93,30,150 shares, representing 0.75% of the paid-up capital. Both plans are designed to be implemented through a trust structure named 'VOGL ESOS Trust'.

To facilitate these plans, the company seeks authorization to provide financial assistance to the Trust by way of interest-free loans, guarantees, or security, capped at 5% of the aggregate of paid-up share capital and free reserves. The shares required for implementation will be acquired from the secondary market, ensuring no new shares are issued.

Related Party Transactions Overview

The company also seeks approval for material related party transactions (RPTs) for FY27 with entities including Serentica Renewables India 3 Private Limited, STL Digital Limited, and Vedanta Resources Limited (VRL). These transactions are necessitated by the recent demerger of the oil and gas business from Vedanta Limited, which became effective on May 1, 2026. Due to the timing of the demerger, the materiality threshold is calculated based on the pre-demerger standalone turnover of approximately ₹354 crore, rather than the post-demerger consolidated revenue of ~₹9,606 crore.

Voting Timeline and Details

The remote e-voting period commences on September 27, 2026, at 9:00 am and ends on October 26, 2026, at 5:00 pm. Members whose names appear in the register of members as of the cut-off date, September 18, 2026, are eligible to vote. The resolutions require special majority approval for the employee benefit plans and ordinary resolution status for the related party transactions.

What the Numbers Show

A significant divergence exists between the regulatory materiality calculation and the operational reality of the business. While the proposed RPTs with STL Digital (₹130 crore) and VRL (₹116 crore) appear substantial against the legacy standalone turnover of ₹354 crore (constituting ~34-37% of that base), they represent a negligible fraction of the actual post-demerger oil and gas business revenue of ~₹9,606 crore. This technical classification as 'material' is driven by the statutory requirement to use the last audited standalone figures prior to the scheme's effectiveness, rather than reflecting a change in the economic significance of these inter-company services.

Vedanta Oil & Gas promoter group entities disclosed the creation of an encumbrance over 56.38% of its equity share capital on September 18, 2026. The disclosure relates to contractual restrictions under trust deeds for newly issued tap bonds by Vedanta Resources Finance II PLC.

The encumbrance arises from covenants limiting the promoter group’s ability to dispose of or create further security interests over the shares without meeting specific conditions, rather than a direct pledge on the equity.

Bond Issuance Details

Vedanta Resources Finance II PLC issued three series of guaranteed senior bonds on September 16, 2026, which were consolidated with previously issued original bonds:

GLAS Agency (Hong Kong) Limited acts as trustee and security agent for the holders of these tap bonds. The supplemental trust deeds executed on September 16, 2026, impose covenants that fall within the definition of 'encumbrance' under Chapter V of the SEBI Takeover Regulations.

Key Restrictions

The terms and conditions restrict the promoter group entities, including Twin Star Holdings Ltd, Welter Trading Limited, and Vedanta Holdings Mauritius II Limited:

• They cannot create or permit any encumbrance over directly held assets unless certain conditions are fulfilled.
• Share acquisitions or disposals of listed Indian subsidiaries must follow specified procedures.
• Vedanta Resources Limited and its subsidiaries must retain control over Vedanta Oil & Gas or own at least 50.1% of its issued equity share capital.
• Asset disposals following an Event of Default are restricted as per the trust deeds.

What the Numbers Show

The disclosure clarifies that no actual pledge has been created over the equity shares of Vedanta Oil & Gas Limited by any promoter group entity or offshore company as of the filing date. The encumbrance arises solely from the contractual covenants restricting share transfers and asset pledges, rather than a direct lien on the shares themselves for these specific bonds.

The total number of shares subject to this encumbrance is 2,204,724,753, representing 56.38% of the total diluted voting capital of 3,910,388,057 equity shares.