Hindustan Zinc has informed stock exchanges that its Board of Directors reviewed an administrative warning letter issued by the Securities and Exchange Board of India (SEBI). The disclosure, made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, addresses regulatory observations regarding inadvertent non-compliances by the company.

The Board meeting, held on July 24, 2026, commenced at 12:00 Noon and concluded at 02:05 p.m. IST. During the session, the Audit and Risk Management Committee and the Board considered the warning letter issued by SEBI vide letter no. HO/(163)2026-CFIDSEC2 dated April 30, 2026. This follows an earlier intimation sent to exchanges vide letter no. HZL/2026-27/SECY/20 dated May 01, 2026.

The committee and the Board were apprised of the background and circumstances surrounding the observations made by SEBI. Upon review, they noted that the identified non-compliances were inadvertent in nature. The Board reaffirmed the company's commitment to maintaining high standards of corporate governance and regulatory compliance.

Corrective Actions and Governance

The Board further reviewed the corrective measures undertaken by Hindustan Zinc to address the observations contained in SEBI's letter. The committee and the Board expressed satisfaction with the actions taken. The warning letter was placed before the Committee and the Board in accordance with SEBI's directions.

The intimation was signed by Aashhima V Khanna, Company Secretary & Compliance Officer of Hindustan Zinc Limited.

Hindustan Zinc Limited disclosed on July 23, 2026, that its promoter group entities entered into a facility agreement with a total maximum commitment of US$ 2,250,000,000. The agreement, executed on July 20, 2026, involves Twin Star Holdings Ltd as the borrower and Vedanta Resources Limited as the guarantor. While Hindustan Zinc is not a party to the deal, it faces specific restrictions on asset sales, investments, and security creation once the facility is first utilized. The company stated that no direct liabilities have been imposed on it, and the transaction does not impact its management or control.

The disclosure was made under Regulations 30 and 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), read with Clause 5A, Para A, Part A, Schedule III of the LODR. The intimation was received from the promoter group entities of Vedanta Limited, the holding company of Hindustan Zinc. As of the disclosure date, the commitment from original lenders stood at US$ 1,545,000,000, with an increase mechanism available for up to US$ 705,000,000.

Parties and Lenders

The facility agreement involves multiple entities within the Vedanta group and several international financial institutions. Key parties include:

Purpose and Terms

The proceeds from the facility are intended for the repayment of financial indebtedness of the Vedanta Resources Limited Group, payment of accrued interest, fees, costs, and general corporate purposes. The agreement explicitly prohibits the use of proceeds to finance thermal coal infrastructure or in violation of anti-bribery laws. It includes standard representations, warranties, affirmative and negative covenants, and events of default such as non-payment and insolvency.

Impact on Hindustan Zinc

Hindustan Zinc is subject to certain "identified clauses" that become effective from the first utilization date. These restrictions limit the company's ability to create security over assets, sell assets outside the ordinary course of business, or invest in sectors unrelated to mining, metals, coal, oil, gas, infrastructure, power, or energy. Immediate restrictions prohibit entering into material contracts outside the ordinary course of business without arm's length terms. The company confirmed that it holds no shareholding in the entities party to the agreement.