NSEDisclosure under SEBI Takeover Regulations23 Jun 2026 · 23 Jun 2026, 05:24 pm
Disclosure under SEBI Takeover Regulations
Hindustan Zinc Limited · HINDZINC
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Vedanta Limited, the promoter of Hindustan Zinc Limited, announced the full release of encumbrance on a portion of its equity shares in HZL. This action, effective June 17, 2026, follows the prepayment of a facility agreement for which the shares were previously encumbered. The disclosure indicates that the percentage of promoter shares under encumbrance has effectively reduced from 55.04% to 50.10% of HZL's total share capital, while the total promoter holding remains at 60.71%. This reduces a potential overhang on the stock.
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Full Announcement
Vedanta Limited has submitted to the Exchange a copy of Disclosure under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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Date: June 19, 2026
BSE Limited Na(cid:415)onal 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.rela(cid:415)ons@bseindia.com Email: takeover@nse.co.in
Hindustan Zinc Limited
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”).
We, Vedanta Limited (the “Company”), refer to our previous disclosure dated July 18, 2024 (“Earlier
Disclosure”), wherein, we had informed regarding the creation of encumbrance over the equity shares
of Hindustan Zinc Limited (“HZL”), a subsidiary of the Company.
Pursuant to the prepayment on June 17, 2026 of the Facility as disclosed under the Earlier Disclosure,
all the Encumbrances created pursuant to the Facility Agreement and as disclosed under the Earlier
Disclosure 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 31 of the Takeover Regulations 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.
Request you to kindly take the above on record.
Yours faithfully,
For and on behalf of Vedanta Limited
Authorised Signatory
Encl.: a/a
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 June 19, 2026
Names of the promoters or PAC on whose shares encumbrance has been created/ released VEDANTA LIMITED
/invoked
Details of the creation of encumbrance:
Name of the Promoter holding in the Promoter holding Details of events pertaining to encumbrance (3) Post event holding of
promoter(s) target company (1) already encumbered (2) encumbered shares {creation
or PACs with [(2)+(3)] / release [(2)-(3)] /
him* invocation [(1)-(3)]}
Number % of Number % of Type of event Date of Type of Reasons for Number % of Name of the Number % of total
total total (creation / creation/ encumbrance encumbrance** share entity in share capital
share share release / release/ (pledge/ lien/ capital whose favour
capital capital invocation) invocation of non disposal shares
encumbrance undertaking/ encumbered
others) ***
Vedanta 2,56,52,71,353 60.71 2,32,58,03,748 55.04 Release June 17, Others. Please refer to 2,11,68,84,819 50.10 Victory XII 2,32,58,03,748 55.04
Limited 2026 (Please refer the Note 1 Pte. Ltd. (Refer Note 2) (Refer Note 2)
to the Note 1 below. (Please refer
below) to the Note 1
below)
Total 2,56,52,71,353 60.71 2,32,58,03,748 55.04 - - - - 2,11,68,84,819 50.10 - 2,32,58,03,748 55.04
Note 1:
We, Vedanta Limited (the “Company”), refer to our previous disclosure dated July 18, 2024 (“Earlier Disclosure”), wherein, we had informed regarding the creation of encumbrance over the equity
shares of Hindustan Zinc Limited (“HZL”), a subsidiary of the Company.
Pursuant to the prepayment on June 17, 2026 of the Facility as disclosed under the Earlier Disclosure, all the Encumbrances created pursuant to the Facility Agreement and as disclosed under the
Earlier Disclosure 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 31 of the Takeover Regulations 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.
Note 2:
There are various existing encumbrances including encumbrances by way of pledge and non-disposal undertaking on holding in HZL created through depository system for facilities entered by the
Company, for which required disclosures have been filed from time to time. The current encumbrance on 50.1% has been released due to the nature of the conditions and arrangements under the
Facility Agreement i.e., the Company is required to directly or indirectly hold at least 50.1% of the entire issued share capital of or voting rights in HZL and directly or indirectly control HZL. Hence,
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: June 19, 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.