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Date: 20 June 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza,
Dalal Street, Fort Bandra-Kurla-Complex, Bandra (East)
Mumbai – 400 001 Mumbai – 400 051
E-mail: corp.relations@bseindia.com Email: takeover@nse.co.in
Hindustan Zinc Limited
Yashad Bhawan, Yashadgarh
Udaipur, Rajasthan – 313 004
E-mail: hzl.secretarial@vedanta.co.in
Sub: Disclosure pursuant to Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover
Regulations”)
Dear Sir/Ma’am,
We, Victory XII Pte. Ltd., refer to our previous disclosure dated July 18, 2024, as the agent to the
finance parties (the “Agent”) in connection with certain undertakings provided by Vedanta Limited
(the “Company”) in relation to the equity shares of Hindustan Zinc Limited (“HZL”), a subsidiary of
the Company. Pursuant to the prepayment of the term loan facility on June 17, 2026, all the
Encumbrances created pursuant to the facility agreement dated 16 July 2024 (as amended and
restated from time) have now been fully released with effect from the date of prepayment.
Given the nature of conditions and/or arrangements under the Facility Agreement, the
Encumbrances and other conditions therein which are being released are likely to fall within the
definition of the term ‘encumbrance’ provided under Chapter V of the Takeover Regulations.
The enclosed disclosure is being made under Regulation 29(2) read with Regulation 29(4) of the
Takeover Regulations and read with Securities and Exchange Board of India's Master circular dated
February 16, 2023, bearing reference no. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 in relation to the
above considering the definition of the term “encumbrance” for the purposes of Chapter V of the
Takeover Regulations.
Kindly take the above on record.
Yours faithfully,
For and on behalf of Victory XII Pte. Ltd.
Name: Gayathri Sivasurian
Designation: Director
Name: Anup Suresh
Designation: Director
Sensitivity: Internal (C3)
Format for disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Name of the Target Company Hindustan Zinc Limited
(TC)
Name(s) of the acquirer and Victory XII Pte. Ltd., as the Agent for the finance parties
Persons Acting in Concert (PAC) under the Facility Agreement dated July 16, 2024 (Refer
note below).
with the acquirer
Whether the acquirer belongs to No
Promoter/Promoter group
Name(s) of the Stock Exchange(s) BSE Limited and National Stock Exchange of India Limited
where the shares of TC are Listed
% w .r.t.
% w.r.t. total
total diluted
share/voting
Details of the
share/voting
Number
capital
acquisition/disposal as follows
capital of
wherever
the TC
applicable(*)
(**)
Before the acquisition/ disposal
under consideration, holding of
acquirer along with PACs of:
(a) Shares carrying voting Nil Nil Nil
rights
(b) Shares in the nature of 2,116,884,819 50.10 50.10
encumbrance (pledge/
(Refer note below) (Refer note (Refer note
lien/ non-disposal
below) below)
undertaking/ others)
(c) Voting rights (VR) Nil Nil Nil
otherwise than by equity
shares
(d) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
(e) Total (a+b+c+d) 2,116,884,819 50.10 50.10
(Refer note below)
Sensitivity: Internal (C3)
(Refer note (Refer note
below) below)
Details of acquisition/sale Nil Nil Nil
(a) Shares carrying voting
rights acquired / sold
(b) VRs acquired / sold Nil Nil Nil
otherwise than by shares
(c) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
acquired / sold
(d) Shares encumbered / 2,116,884,819 50.10 50.10
invoked / released by the
(Refer note below) (Refer note (Refer note
acquirer
below) below)
(e) Total (a+b+c+/-d) 2,116,884,819 50.10 50.10
(Refer note below) (Refer note (Refer note
below) below)
After the acquisition/sale, Nil Nil Nil
holding of acquirer along with
PACs of:
(a) Shares carrying voting
rights
(b) VRs otherwise than by Nil Nil Nil
shares
(c) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
after acquisition
(d) Shares encumbered with Nil Nil Nil
the acquirer
Sensitivity: Internal (C3)
(e) Total (a+b+c+d) Nil Nil Nil
Mode of acquisition/sale (e.g. Release of encumbrance (Refer note below)
open market/public issue/rights
issue/preferential
allotment/inter se transfer etc.)
Date of acquisition/ sale of June 17, 2026 (date of pre-payment of Facility)
shares/ VR or date of receipt of
intimation of allotment of
shares, whichever is applicable.
Equity share capital / total voting 4,22,53,19,000 equity shares of Rs. 2/- each aggregating Rs.
capital of the TC before the said 8,45,06,38,000/-
sale
Equity share capital/ total voting 4,22,53,19,000 equity shares of Rs. 2/- each aggregating Rs.
capital of the TC after the said 8,45,06,38,000/-
sale
Total diluted share/voting capital 4,22,53,19,000 equity shares of Rs. 2/- each aggregating Rs.
of the TC after the said 8,45,06,38,000/-
acquisition/ sale
Note:
(*) Total share capital/ voting capital to be taken as per the latest filing done by the company
to the Stock Exchange under Clause 35 of the listing Agreement and under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as per the shareholding pattern for the quarter ended 31 March 2026 as publicly
disclosed by the Target Company.
(**) Diluted share/voting capital means the total number of shares in the TC assuming full
conversion of the outstanding convertible securities/warrants into equity shares of the TC.
(***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated
Note 1:
We, Victory XII Pte. Ltd., refer to our previous disclosure dated July 18, 2024, as the agent to the
finance parties (the “Agent”) in connection with certain undertakings provided by Vedanta Limited
(the “Company”) in relation to the equity shares of Hindustan Zinc Limited (“HZL”), a subsidiary of
the Company.
Pursuant to the prepayment of the Facility on June 17, 2026, all the Encumbrances created
pursuant to the Facility Agreement have now been fully released with effect from the date of
prepayment.
Sensitivity: Internal (C3)
Given the nature of conditions and/or arrangements under the Facility Agreement, the
Encumbrances and other conditions therein which are being released are likely to fall within the
definition of the term ‘encumbrance’ provided under Chapter V of the Takeover Regulations.
The enclosed disclosure is being made under Regulation 29(2) read with Regulation 29(4) of the
Takeover Regulations and read with Securities and Exchange Board of India's Master circular dated
February 16, 2023, bearing reference no. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 in relation to the
above considering the definition of the term “encumbrance” for the purposes of Chapter V of the
Takeover Regulations.
Sensitivity: Internal (C3)