The Exchange has received Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on September 30, 2026 for Vedanta Ltd

vedanta transforming for good Date: September 30, 2026 SSE 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 ltd. Yashad Bhawan, Yashadgarh Udaipur, Rajasthan - 313 004 E-mail: hzl.secretarlal@veda11ta.co.in Dear Sir/ Madam, Subject: Disclosure under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") This disclosure is being made by Vedanta Limited (the "Company"/ "VEDL") in connection with certain undertakings provided by the Company in relation to the equity shares of Hindustan Zinc Limited ("HZL"), a subsidiary of the Company as summarised below: Vedanta Limited (the "Company" or "VEDL") has issued unsecured, listed, rated, redeemable, non-convertible Debentures ("Debentures") of" 2,00 Crore having a face value of" 1,00,000 (Indian Rupees One Lakh only) each, on a private placement basis. In this regard Axis Trustee Services Limited has been appointed as the Debenture Trustee and a Debenture Trust Deed, dated September 28, 2026 ("DTD") has been executed between the Company and Axis Trustee Services Limited, as the Debenture Trustee. Pursuant to the terms ofthe DTD, until full and final redemption of the Debentures, the Company is required to directly remain the legal and beneficial owner of 50.1% of the share capital of HZL (on a fully diluted basis), and directly control HZL. The Company is also restricted from creating any security over or disposing 50.10% of the entire issued share capital or voting rights in HZL. Given the nature of the provisions of the DTD, the conditions mentioned therein fall within the definition of the term "encumbrance" provided under Chapter V of the Takeover Regulations. The enclosed disclosure is being made under Securities and Exchange Board of India's ("SEBI") Master circular dated February 16, 2023 bearing reference no. SEBI /HO/ CFO/ PoD-1 / P /CIR/ 2023 / 31 and Regulation 31 of the Takeover Regulations. Kindly take the above on record. Thanking you Yours faithfully Fo~ n on behalf of Vedanta Limited, • ( ✓ -· !.7.'. ' , b rer w , , Company Se pliance Officer Fnr.lo~r.rl: A~ nhovr. VEDANTA LIMITED RECISTERED OF"FICE: Vedanta Limited, 1" Floor, ·c wing, Unit 103, corporate Avenue. Atul Projects, Chakala, Andheri (East), Mumbai - 400093. Maharashtra, India I T •91 22 6643 4500 f F •91 22 6643 4530 Email: comp sect@vedanta.co.in I Website: www vedantalimited com CIN: L13209MH1965PLC291394 ANNEXURE-1 Disclosure bll the Promoters to the stock exd1anges and to the Target Com(!anJl for encumbrance of shares£ invocation of encumbranceL release of encumbrance,Jn terms of Regulations 31{1) and 31{2) of SEBI {Substantial Acguisition of Shares and Takeovers} Reg:ulations, 2011 Name ofthe Target Company (TC) Hindustan Zinc Limited. Names of the stock exchanges where the shares of the target company are listed BSE Limited and National Stock Exchange of India Limited Date of reporting September 30, 2026 Names of the promoters or PAC on whose shares encumbrance has been created/ Feleaseelt iA'ilelEeel VEDANTA LIMITED Details of the creation of encumbrance: Name of the Promoter holding in the target Promoter holding already Details of events pertaining to encumbrance (3) Post event holding of encumbered shares promoter{s) or company (1) encumbered (2) {creation [(2)+(3)] / Felease [!2) (~)] / iAveeatieR PACs with him* ~} Number % of total Number % of total Type of event Date of creation/ Type of encumbrance Reasons for Number % of share Name of the entity Number % of total share capital share share (creation f Felease/ ino,<eeatien (pledge/ lien/ non encumbrance** capital in whose favour capital capital Felease / of encumbrance disposal shares encumbered inYeeatien) undertaking/ others) Vedanta Limited 2,565,271,353 60.71 2,222,674,417 52.60 Creation September 28, Others Please refer to Note 2,11,68,84,8191 50.102 Axis Trustee Services 2,222,674,417(Refer 52.60 2026 {Please refer to Note !below. Limited, (as Note 2) (Refer Note 2) .! below) Debenture Trustee on behalf ofthe Debenture Holders) {Refer Note 1) Total 2,565,271,353 60.71 2,222,674,417 52.60 - - - - 2,116,884,819 50.10 - 2,222,674,417 52.60 Note 1: This disclosure is being mode by Vedanta Limited (the "Company"/ "VEDL ") in connection with certain undertakings provided by the Company in relation to the equity shores of Hindustan Zinc Limited ("HZL "}, a subsidiary of the Company as summarised below: Vedanta Limited (the "Company" or "VEDL ") has issued unsecured, listed, rated, redeemable, non-convertible Debentures ("Debentures") of ii{ 2,000 Crore having a face value of ii{ 1,00,000 (Indian Rupees One Lokh only) each, on a private placement basis. In this regard Axis Trustee Services limited has been appointed as the Debenture Trustee and a Debenture Trust Deed, dated September 28, 2026 ("DTD") hos been executed between the Company and Axis Trustee Services Limited, as the Debenture Trustee, an behalf of Barclays Bonk PLC, Standard Chartered Bank, Kotak Mahindra Bank Ltd., Kotok Conservative Hybrid Fund, Kotak Ultra Short to Short Term Fund, Kotak Ultra Shar.t Term Fund, Kotak Medium Term Fund. Kotak Equity Savings Fund, Infinity Hybrid Long-Short Fund. Nippon India Multi Asset Allocation Fund (NIMAF), Nippon Indio Balanced Advantage Fund (NIBAF}, Tota TreasurvAdvontaqe Fund. Toto Corporate Bond Fund. Tata Balanced Advantage Fund. Tata Retirement Savings Fund-Moderate Plan, Tata Multi Asset Allacotian Fund, UT/ Ultra Short ta Short Term Fund and NPS Trust Ale HDFC Pension Fund Management limited Scheme C -Tier I.as on date of allotment of Debentures who were the Debenture Holders at the time of allotment. Pursuant to the terms of the DTD, until full and final redemption of the Debentures, the Company is required to directly remain the legal and beneficial owner of 50.1% of the share capital of HZL (on a fully diluted basis}, and directly control HZL. The Company is also restricted from creating any security aver or disposing 50.1% of the entire issued share capitol or voting rights in HZL. Given the nature of the provisions of the DTD, the conditions mentioned therein fall within the definition of the term "encumbrance" provided under Chapter V of the Takeover Regulations. The enclosed disclosure is being made under Securities and Exchange Boord of India's ("SEBI") Master circular dated February 16, 2023 bearing reference no. SEBI I HO I CFO I PoD-1 IP I CIR I 2023 I 31 and Regulation 31 of the Takeover Regulations. Note 2: There are various existing encumbrances on holding in HZLfor various facilities entered by the Company and/or its subsidiaries, for which disclosures hove been filed from time to time and also specified in Annexure II. The current encumbrance as set out in this disclosure hos been created due to the covenants mentioned in the OTO as set out above. Considering that the current encumbrance as set out in this disclosure is based on the aforesaid covenants and undertakings mentioned under the OTO, the "Post event ha/ding of encumbered shares" shall not aggregate to the sum of "Promoter holding already encumbered" and "Details of events pertaining to encumbrance". Signature of the Authorized Signato~ Fo n behalf of Vedanta Limiteci P ce:N~ el 1 . , ,. Date: Septemb r *The names of the promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the table irrespective of whether they are reporting on the date of event or not. ** For example, for the purpose of collateral for loans taken by the company, personal borrowing, third party pledge, etc. ***This would include name of both the lender and the trustee who may hold shares directly or on behalf of the lender. 1 Refer to Note 1 2 Ref [Showing first 8,000 characters — download PDF for full document]