Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Vedanta Oil and Gas Limited
Meeting Details
The voting is conducted via postal ballot with remote e-voting only, without a physical meeting. The cut-off date for determining voting eligibility is Friday, September 18, 2026. The e-voting period commences on Sunday, September 27, 2026 at 9:00 AM IST and ends on Monday, October 26, 2026 at 5:00 PM IST.
Proposed Resolutions and Implications
The notice contains 10 resolutions for shareholder approval:
Special Resolutions (Item 1-8):
1. Approval of 'Vedanta Oil and Gas Limited – Employee Stock Option Plan 2026' and implementation through Trust - covering up to 16,62,04,184 options (4.25% of paid-up capital)
2. Extension of ESOP 2026 to employees of holding company and/or subsidiary companies
3. Secondary acquisition of shares through Trust for ESOP implementation - up to 16,62,04,184 shares
4. Provision of money by company for purchase of shares through trust under ESOP - up to 5% of paid-up capital and free reserves
5. Approval of 'Vedanta Oil and Gas Limited – Employee Share Purchase Plan 2026' - covering up to 2,93,30,150 shares (0.75% of paid-up capital)
6. Extension of ESPP 2026 to employees of holding company and/or subsidiary companies
7. Secondary acquisition of shares through Trust for ESPP implementation - up to 2,93,30,150 shares
8. Provision of money by company for purchase of shares through trust under ESPP - up to 5% of paid-up capital and free reserves
Ordinary Resolutions (Item 9-10):
9. Approval of material related party transactions between Company and Identified Related Parties
10. Approval of material related party transactions between Cairn Energy Hydrocarbons Limited (material subsidiary) and Identified Related Parties
Voting Process and Methods
The voting is restricted to remote e-voting only through the facility provided by KFin Technologies Limited. The company has engaged KFin for providing e-voting services. Members can vote through:
- NSDL IDeAS facility or NSDL e-voting website
- CDSL Easi/Easiest facility or CDSL e-voting website
- Through their respective depository participants
- Physical shareholders can use credentials provided via email
The voting rights are proportional to members' share of paid-up equity share capital as on cut-off date.
Key Voting Outcomes and Process
The scrutinizer, Mr. Shivaram Bhat (Practicing Company Secretary, Membership No.: A10454, CP No. 7853), will scrutinize votes and submit a report to the Chairman. The results will be:
- Placed on company website (www.vedantaoilandgas.com)
- Displayed on KFin website (evoting.kfintech.com)
- Submitted to stock exchanges (BSE and NSE)
- Displayed at registered office of company
The resolutions shall be deemed passed on October 26, 2026 (last date of e-voting) subject to receipt of requisite votes in favor.
Scrutinizer's Role and Findings
Mr. Shivaram Bhat has been appointed as scrutinizer to conduct the postal ballot process in a fair and transparent manner. He will scrutinize all votes cast and submit a detailed report of votes cast in favor or against each resolution to the Chairman.
Compliance with Laws and Regulations
The notice confirms compliance with:
- Sections 108 and 110 of Companies Act, 2013
- Rules 20 and 22 of Companies (Management and Administration) Rules, 2014
- SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
- SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
- MCA General Circular No. 03/2025 dated September 22, 2025
- Secretarial Standard on General Meetings (SS-2)
- Foreign Exchange Management Act, 1999 and RBI regulations
Signatories and Company Details
Company Information:
Additional Financial and Legal Information
The explanatory statement provides detailed information about:
- Background of company name changes from Sterlite Transmission Limited to current name
- Recent demerger of oil and gas business from Vedanta Limited effective May 1, 2026
- Listing of equity shares on BSE and NSE from June 15, 2026
- Detailed terms of ESOP and ESPP plans including eligibility criteria, vesting conditions, performance parameters
- Financial assistance terms to trust (interest-free loans, repayment terms)
- Material related party transactions with detailed financial information and justification
Related Party Transaction Details
The notice seeks approval for material RPTs with:
1. Serentica Renewables India 3 Private Limited - ₹116 crores (captive power purchase and investment)
2. STL Digital Limited - ₹130 crores (IT services)
3. Vedanta Resources Limited - ₹116 crores (guarantee commission and admin expenses)
4. Cairn Energy Hydrocarbons Limited with Vedanta Resources - ₹25 crores (guarantee commission)
Total proposed RPT value: ₹487 crores
The transactions are operational in nature, at arm's length, and essential for business continuity post-demerger.
Documents Availability
All material documents are available for inspection at registered office during working hours and electronically via email request until last date of e-voting.