Vedanta Places 50.1% Hindustan Zinc Shares Under Non-Disposal Undertaking via Axis Trustee
Mumbai, March 16, 2026: Axis Trustee Services Limited has been appointed as the debenture trustee for Vedanta Limited’s ₹2,575 crore unsecured, listed, rated, redeemable non-convertible debentures (NCDs) issued on a private placement basis. A Debenture Trust Deed (DTD) dated March 12, 2026, formalizes the trustee arrangement and outlines the covenants related to Vedanta’s stake in Hindustan Zinc Limited (HZL).
Key Details of the Transaction
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Debenture Face Value: ₹1,00,000 each
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Total Issuance: ₹2,575 crore
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Trustee: Axis Trustee Services Limited
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Effective Covenant: Vedanta must retain direct legal and beneficial ownership of 50.1% of HZL’s share capital until full redemption of the debentures.
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Restriction: The company is prohibited from creating security or disposing 50.1% of HZL’s issued shares or voting rights during the tenure.
This arrangement qualifies as an encumbrance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, ensuring promoter control remains intact while complying with regulatory disclosure norms.
Pledge and Encumbrance Details
| Type | Shares | % of HZL Capital |
|---|---|---|
| Pledge Release (June 2025) | 9,591,486 | 0.23% |
| Non-disposal Undertaking (March 12, 2026) | 2,116,884,819 | 50.10% |
The non-disposal undertaking reflects existing covenants in Vedanta’s debenture trust arrangement, complementing prior pledges and ensuring continuity of promoter control over HZL. No new pledges over HZL equity shares were created in relation to the debentures as of the date of disclosure.
Strategic Significance
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Preserves Vedanta’s control over Hindustan Zinc, a key subsidiary in India’s mining sector.
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Provides credit support for debenture investors via structured covenants.
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Ensures compliance with SEBI Substantial Acquisition and Takeover Regulations.
About Vedanta Limited:
Vedanta Limited is a diversified natural resources company with operations in zinc, aluminum, oil & gas, iron ore, and other key commodities. HZL, a 50.1% owned subsidiary, is India’s leading integrated zinc-lead producer and a critical component of Vedanta’s metals portfolio.
About Axis Trustee Services Limited:
Axis Trustee Services Limited provides trustee services for debenture issuances, non-convertible debt instruments, and structured finance transactions, ensuring investor protection and regulatory compliance in India’s capital markets.