BSEInsider Trading / SAST1 Oct 2026 · 1 Oct 2026, 10:44 am
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
Hindustan Zinc Ltd · 500188
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Vedanta Limited has issued unsecured, listed, rated, redeemable, non-convertible Debentures of ₹ 2,000 Crore to create an encumbrance on 50.1% of the share capital of Hindustan Zinc Limited, a subsidiary of Vedanta Limited.
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Hindustan Zinc Ltd - 500188 - Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations, 2011
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Date: September 30, 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 Ltd.
Yashad Bhawan, Yashadgarh
Udaipur, Rajasthan – 313 004
E-mail: hzl.secretarial@vedanta.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 ₹ 2,000 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 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 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 / CFD / PoD-1 / P / CIR / 2023 / 31 and Regulation 31 of the Takeover
Regulations.
Kindly take the above on record.
Thanking you
Yours faithfully
For and on behalf of Vedanta Limited
Prerna Halwasiya
Company Secretary and Compliance Officer
Enclosed: As above
Sensitivity: Public (C4)
ANNEXURE – 1
Disclosure by the Promoters to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of Regulations 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Name of the 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/ released/ invoked 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)] / release [(2)-(3)] / invocation
PACs with him* [(1)-(3)]}
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 / release/ invocation (pledge/ lien/ non encumbrance** capital in whose favour
capital capital release / of encumbrance disposal shares encumbered
invocation) 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 1 below. Limited, (as Note 2) (Refer N ote 2)
1 below) Debenture Trustee
on behalf of the
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 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 ₹ 2,000 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, on behalf of Barclays Bank PLC, Standard Chartered Bank, Kotak
Mahindra Bank Ltd., Kotak Conservative Hybrid Fund, Kotak Ultra Short to Short Term Fund, Kotak Ultra Short Term Fund, Kotak Medium Term Fund, Kotak Equity Savings Fund, Infinity Hybrid Long-Short Fund, Nippon India Multi Asset Allocation Fund (NIMAF), Nippon India Balanced Advantage
Fund (NIBAF), Tata Treasury Advantage Fund, Tata Corporate Bond Fund, Tata Balanced Advantage Fund, Tata Retirement Savings Fund - Moderate Plan, Tata Multi Asset Allocation Fund, UTI Ultra Short to Short Term Fund and NPS Trust A/c 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 over or disposing 50.1% 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 / CFD / PoD-1 / P / CIR / 2023 / 31 and Regulation 31 of the Takeover Regulations.
Note 2:
There are various existing encumbrances on holding in HZL for various facilities entered by the Company and/or its subsidiaries, for which disclosures have been filed from time to time and also specified in Annexure II. The current encumbrance as set out in this disclosure has been created due to
the covenants mentioned in the DTD 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 DTD, the “Post event holding 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 Signatory
For and on behalf of Vedanta Limited
Place: New Delhi
Date: September 30, 2026
*The names of all 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 Refer to Note 1
ANNEXURE - II
Format for disclosure of reasons for encumbrance
(In addition to Annexure - I)
Name of listed company Hindustan Zinc Limited
Name of the recognised stock exchanges where the shares of the company are listed BSE Limited and National Stock Exchange of India
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