Meeting Details

  • Date and Time: Monday, June 29, 2026 at 11:30 AM (IST)
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office at Yashad Bhavan, Yashadgarh, Udaipur, Rajasthan -313004
  • Cut-off date for e-voting: Monday, June 22, 2026

Ordinary Business Items

Item 1: Adoption of Audited Standalone Financial Statements

  • Consideration and adoption of Audited Standalone Financial Statements for FY ended March 31, 2026
  • Together with reports of Board of Directors and Auditors
  • To be passed as Ordinary Resolution

Item 2: Adoption of Audited Consolidated Financial Statements

  • Consideration and adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026
  • Together with report of Auditors
  • To be passed as Ordinary Resolution

Item 3: Confirmation of Interim Dividend

  • Confirmation of first interim dividend of ₹10 per equity share (500% on face value of ₹2 each)
  • For financial year 2025-26, already approved by Board and paid
  • To be passed as Ordinary Resolution

Item 4: Re-appointment of Director Retiring by Rotation

  • Re-appointment of Mr. Navin Agarwal (DIN: 00006303) who retires by rotation
  • As per Article 70 of Articles of Association and Section 152 of Companies Act, 2013
  • Based on recommendation of Nomination & Remuneration Committee and Board
  • To be passed as Ordinary Resolution

Item 5: Appointment of Statutory Auditors

  • Appointment of M/s M S K A & Associates LLP, Chartered Accountants (FRN: 105047W/W101187)
  • As Statutory Auditors for 5 consecutive years from conclusion of 60th AGM to conclusion of 65th AGM (FY 2026-27 to 2030-31)
  • Remuneration: ₹1.62 crore for FY 2026-27 (excluding applicable taxes and reimbursement of out-of-pocket expenses)
  • Remuneration for subsequent years to be decided by Board based on Audit Committee recommendation
  • To be passed as Ordinary Resolution

Special Business Items

Item 6: Ratification of Cost Auditors Remuneration

  • Ratification of remuneration of ₹2.90 lakh (excluding applicable taxes and out-of-pocket expenses)
  • Payable to M/s K.G. Goyal & Company, Cost Accountants (Firm Registration No. 000017)
  • For conducting audit of cost records for FY ending March 31, 2027
  • Appointment already made by Board on recommendation of Audit and Risk Management Committee
  • To be passed as Ordinary Resolution

Item 7: Appointment of Independent Director

  • Appointment of Dr. Aruna Sharma (DIN: 06515361) as Non-Executive Independent Director
  • Term: 1 year from May 01, 2026 to April 30, 2027 (both days inclusive)
  • Originally appointed as Additional Director (Independent) by Board on April 30, 2026
  • Meets independence criteria under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations
  • Registered with Independent Director's databank maintained by Indian Institute of Corporate Affairs
  • Entitled to sitting fees and commission as determined by Board within statutory limits
  • To be passed as Special Resolution

Item 8: Re-appointment of CEO & Whole-time Director

  • Re-appointment of Mr. Arun Misra (DIN: 01835605) as Whole-time Director designated as Chief Executive Officer
  • Period: 2 months from June 01, 2026 to July 31, 2026
  • Remuneration Details:
  • Fixed Pay (C1): INR 544.7 Lakhs
  • Total Expected Remuneration (C4): INR 1175.3 Lakhs
  • Includes Annual Bonus (Target Bonus - 150% of Fixed Pay), Benefits as per Company Policy, and Valuation of ESOPs
  • Other benefits include car with fuel, maintenance, driver expenses, telephones and communication facilities
  • In case of loss or inadequacy of profits, remuneration payable as per Section 197 and Section II of Part II of Schedule V of Companies Act, 2013
  • Not entitled to sitting fees for Board/Committee meetings
  • To be passed as Special Resolution

Voting and Participation Procedures

Remote e-Voting Schedule

  • Commencement: Wednesday, June 24, 2026, 9:00 AM
  • End: Sunday, June 28, 2026, 5:00 PM
  • Platform: NSDL e-Voting system (https://eservices.nsdl.com/)
  • Helpline: 022-4886 7000 or evoting@nsdl.com

Meeting Access

  • VC/OAVM facility available 30 minutes before meeting commencement
  • Limited to 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Speaker registration deadline: Thursday, June 25, 2026, 5:00 PM

Scrutinizer Appointment

  • CS Manoj Maheshwari (M. No.: FCS 3355; CP No.: 1971) of M/s. V.M. & Associates appointed as Scrutinizer
  • CS Priyanka Agarwal (M. No.: FCS 11138; CP No.: 15021) as Alternate Scrutinizer

Document Availability

  • Notice and Integrated Annual Report FY 2025-26 available on company website: https://www.hzlindia.com
  • Also available on NSDL website: www.evoting.nsdl.com and stock exchange websites (BSE: www.bseindia.com, NSE: www.nseindia.com)
  • Physical copies available on request to hzl.secretarial@vedanta.co.in

Additional Information

  • Registrar and Share Transfer Agent: KFin Technologies Limited
  • Company CIN: L27204RJ1966PLC001208
  • IEPF: Unpaid/unclaimed dividends for FY 2018-19 and prior transferred to IEPF Authority
  • Online Dispute Resolution: Available through SEBI's ODR portal (https://smartodr.in/login)
  • Dematerialization Mandatory: SEBI mandated demat-only issuance for service requests effective January 25, 2022
  • Special Window Facility: For transfer and dematerialization of physical shares from February 05, 2026 to February 04, 2027