Hindustan Zinc Limited has received an administrative warning letter from the Securities and Exchange Board of India (SEBI) for regulatory non-compliance. The warning, dated April 30, 2026, addresses violations of multiple provisions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Nature of Non-Compliance

The regulatory warning specifically targets non-compliance with four key regulations:

The violations are read in conjunction with Ind-AS-24, which deals with related party disclosures. According to the company's official disclosure, the non-compliance pertains to certain procedural aspects of Audit Committee approvals and disclosure requirements.

Timeline and Communication Details

The administrative warning covers violations spanning across two financial years:

Regulatory Impact and Penalties

SEBI has not imposed any monetary penalties or sanctions on Hindustan Zinc Limited for these violations. The regulatory action is limited to an administrative warning, indicating the procedural nature of the non-compliance issues.

Company Response and Future Compliance

Hindustan Zinc has acknowledged the regulatory communication and outlined its commitment to maintaining compliance standards. SEBI has advised the company to exercise caution in future operations and implement corrective measures.

The company has been specifically directed to forward Board and Audit Committee comments to stock exchanges upon satisfaction of corrective actions undertaken to ensure future compliance. In its response, Hindustan Zinc stated that it continues to adhere to the highest standards of governance and compliance and remains committed to maintaining these standards.

Disclosure Requirements

The company made this disclosure pursuant to Regulation 30 of the SEBI Listing Regulations, which mandates disclosure of material events and information. The disclosure was signed by Company Secretary and Compliance Officer Aashhima V Khanna on May 01, 2026, ensuring compliance with the regulatory timeline for such communications. The disclosure was submitted to both BSE Limited and National Stock Exchange of India Limited with scrip code 500188 and trading symbol HINDZINC respectively.

Hindustan Zinc Limited has announced key board changes involving the resignation of an Independent Director and the appointment of a new Independent Director, both effective from April 30, 2026. The changes were communicated to stock exchanges under Regulation 30 of SEBI Listing Regulations through official filing HZL/2026-27/SECY/19.

Director Resignation Details

Ms. Pallavi Joshi Bakhru (DIN: 01526618), Independent Director of the company, tendered her resignation through a letter dated April 29, 2026, received via email at 12:49 PM IST. Her resignation became effective from the close of business hours on April 30, 2026.

The resignation stems from her association as a Designated Partner at Grant Thornton Bharat LLP and the proposed appointment of Walker Chandiok & Co LLP, member firms of Grant Thornton International, as statutory auditors for certain Vedanta Group companies. This step ensures compliance with applicable independence and governance requirements.

Current Directorships of Resigning Director

As per the regulatory filing, Ms. Pallavi Joshi Bakhru holds directorships in other listed entities with significant committee responsibilities:

New Director Appointment

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Dr Aruna Sharma (DIN: 06515361) as an Additional Director designated as Independent Director through a resolution passed by circulation on April 30, 2026, at 11:50 AM IST.

The appointment is subject to approval by shareholders at the ensuing Annual General Meeting. Dr Aruna Sharma has also been inducted as a Member of the Corporate Social Responsibility Committee effective May 01, 2026.

Professional Background of New Director

Dr Aruna Sharma brings extensive experience as a retired Indian Administrative Service officer from the 1982 Madhya Pradesh cadre, with over 35 years of experience in public administration, economic policy, and industrial development. She served as Secretary, Ministry of Steel, where she played a key role in shaping policy for the steel sector, driving capacity expansion, raw material linkages, and industry competitiveness.

Throughout her career, she held several senior positions across the Government of India and state government, including roles in finance, IT, rural development, and infrastructure, contributing to policy formulation, governance reforms, and large-scale program execution. She has also served as a board member on various public sector undertakings and government-linked institutions in her official capacity, particularly in sectors such as metals, mining, and infrastructure.

Post-retirement, she has been engaged in advisory roles and served as a board member of JSPL, bringing expertise in industrial policy, governance, and digital transformation.

Compliance and Independence Confirmation

The company confirmed that Dr Aruna Sharma satisfies the criteria of independence prescribed under the Companies Act, 2013 and SEBI Listing Regulations. She is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority. Additionally, Dr Aruna Sharma is not related to any of the existing Directors of the company.

Ms. Pallavi Joshi Bakhru confirmed that there are no material reasons for her resignation other than those mentioned in her resignation letter. The company acknowledged her valuable contributions during her tenure and extended best wishes for her future endeavors.