Hindustan Zinc has become subject to a comprehensive encumbrance disclosure as Vedanta Limited filed detailed regulatory documents under SEBI Takeover Regulations regarding restrictions on 50.10% of the company's equity shares. The encumbrance stems from a substantial debenture issuance by Vedanta Limited, creating non-disposal undertakings over Hindustan Zinc shares.

Debenture Structure and Trust Arrangement

Vedanta Limited has issued unsecured, listed, rated, redeemable, non-convertible debentures worth ₹ 2,575 crore with a face value of ₹ 1,00,000 each on a private placement basis. Axis Trustee Services Limited has been appointed as the debenture trustee, with a Debenture Trust Deed executed on March 12, 2026. The debentures are listed on BSE Limited and carry credit ratings from CRISIL and ICRA.

Comprehensive Debenture Holder Details

The debenture holders at the time of allotment include major institutional investors and financial entities. Key debenture holders comprise Aditya Birla Sun Life funds (Balanced Advantage Fund, Credit Risk Fund, Medium Term Plan, Regular Savings Fund), ICICI Prudential funds (Balanced Advantage Fund, Equity & Debt Fund, Multi Asset Plan, Regular Savings Fund), and international entities including Barclays Bank PLC and Citicorp Investment Bank Singapore Limited. Additional holders include Kotak Dynamic Bond Fund, Kotak Low Duration Fund, NPS Trust accounts, Reliance General Insurance Company LTD, UTI funds, and Alpha Alternatives Fund Advisors LLP.

Encumbrance Terms and Restrictions

Under the debenture trust deed terms, Vedanta Limited must directly maintain legal and beneficial ownership of 50.10% of Hindustan Zinc's share capital on a fully diluted basis until full redemption of the debentures. The company faces specific restrictions prohibiting creation of any security over or disposal of 50.10% of Hindustan Zinc's entire issued share capital or voting rights.

Existing Encumbrance Portfolio

Vedanta Limited maintains multiple existing encumbrances on Hindustan Zinc shares across various facilities. The comprehensive encumbrance portfolio shows total encumbered shares representing 91.96% of promoter shareholding, with various pledge releases executed from time to time including recent releases in June and July 2025.

Share Capital Structure and Compliance

Hindustan Zinc's equity share capital comprises 4,225,319,000 equity shares of ₹ 2 each, totaling ₹ 8,450,638,000. The shares are listed on BSE Limited and National Stock Exchange of India Limited. The disclosure emphasizes that no new pledge has been created specifically for these debentures, with current encumbrance based on covenants and undertakings under the debenture trust deed.

Hindustan Zinc Limited has announced a postal ballot notice to seek shareholder approval for the appointment of Mr. Sandeep Vasant Kadam as Government Nominee Director (Non-Executive) on the company's Board. The announcement follows regulatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Government Nomination and Board Approval

The appointment stems from an order dated January 19, 2026, received from the Ministry of Mines, Government of India, recommending Mr. Sandeep Vasant Kadam (DIN: 08414389), Joint Secretary, Ministry of Mines, as a Part-time Official Director. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has already approved his appointment as Government Nominee Director (Non-Executive) with effect from January 19, 2026.

E-Voting Schedule and Process

The company will conduct the postal ballot exclusively through remote e-voting, with no physical ballot papers being distributed. The e-voting facility is being provided by National Securities Depository Limited (NSDL) for all eligible shareholders.

Shareholders whose names appear in the register of members or register of beneficial owners maintained by depositories as on the cut-off date of March 06, 2026, will be eligible to vote. The voting rights will be proportionate to their shareholding in the company's paid-up equity share capital.

Director Profile and Qualifications

Mr. Sandeep Vasant Kadam brings significant administrative experience to the Board. As an Indian Administrative Service (IAS) officer, he has served in various capacities within the Government of Himachal Pradesh before his central deputation to the Ministry of Mines.

Regulatory Compliance and Scrutinizer Appointment

The postal ballot process complies with Sections 108, 110 of the Companies Act, 2013, and related rules. The company has appointed CS Manoj Maheshwari, Practicing Company Secretary (M. No.: FCS 3355; CP No.: 1971) as the scrutinizer, with CS Priyanka Agarwal as the alternative scrutinizer for conducting the e-voting process.

The resolution, if approved, will be deemed passed on April 10, 2026, subject to receipt of the requisite number of votes in favor. Results will be declared within 2 working days of the e-voting conclusion and will be available on the company's website, NSDL's platform, and stock exchange websites.

Shareholder Communication

The postal ballot notice is being sent electronically to shareholders whose email addresses are registered with the company, registrar KFin Technologies Limited, or depositories. The notice is also available on the company's website at www.hzlindia.com and the e-voting platform at www.evoting.nsdl.com . Shareholders with unregistered email addresses can update their details by submitting Form ISR-1 to facilitate future communications.