As on: Jun 08, 2026 11:25 PM
Dear
Stakeholders,
We share with you our 60th Integrated Annual Report, together with the audited financial statements for the year ended March 31, 2026.
Your Directors are pleased to report that Hindustan Zinc delivered a strong performance in FY2026, with robust operational metrics and continued progress on ESG priorities. We strengthened our safety- first culture and advanced responsible business practices through regular stakeholder engagement. These efforts helped the Company demonstrate resilience amid challenging market conditions.
/ \
[ Highest-ever revenue of f 40,844 crore; best-ever EBITDA of
Rs ^ f 22,162 crore; record profit after tax of f 13,832 crore; historic
high mined metal production of 1,114 kt; refined metal production
of 1,048 kt; and continued recognition in global ESG benchmarks.
V J
I. KEY BUSINESS, OPERATIONS AND FINANCIAL PERFORMANCE
Company Overview
Hindustan Zinc Limited ("Hindustan Zinc" or "Company"), a subsidiary of Vedanta Limited, is the worldRs.s largest and IndiaRs.s only integrated zinc producer and is amongst the top 10 silver producers globally. With operational facilities located in the states of Rajasthan and Uttarakhand, the Company is headquartered in Udaipur, Rajasthan, India.
Hindustan Zinc has a robust portfolio of products including zinc, lead and silver and value-added
products including continuous galvanising grade (CGG), special high grade (SHG) jumbos, and other die-cast alloys. With more than 60 years of operational experience, the CompanyRs.s steadfast focus remains on delivery and enhancing stakeholder value through exploration, responsible mining, and operational excellence while prioritising the safety of our people and conservation of scarce natural resources through technology and innovation.
With a total R&R base of 468.6 million tonnes and an average zinc-lead grade of 6.2%, the CompanyRs.s mine life is over 25 years, and our fully integrated zinc operations currently hold c.74% of expected market share in IndiaRs.s primary zinc industry.
Uniquely Positioned in the Metals and Mining Landscape
only integrated zinc producer
and amongst the top 10 silver
producers globally
Among worldRs.s lowest cost
producers with a consistent
cost optimisation of 9% during
the year
IndiaRs.s only integrated and listed silver producer with
over 20x silver production
growth over two decades
IndiaRs.s only primary zinc alloy
producer with a value-added
products share of c.22%
+ Please refer to the Corporate Snapshot section of this integrated Annual Report for further information.
Business Highlights
Your Company maintained exceptional performance throughout the year, achieving significant operational milestones. Ore production for the full year was 16.61 million tonnes, and mined metal production recorded its historic high of 1,114 kt, up 2% YoY, driven by improved mined metal grades and ore production. Mine development, as required for catering to the production requirements and securing future resource base, stood at over 100 km for the year.
The Company has achieved its second-best refined metal production of 1,048 kt, supported by strong mined metal production, commissioning of debottlenecking projects & 160 ktpa roaster along with pyro operations on zinc-lead mode for full year, and other operational parameters. The silver production stood at 627 tonnes during the year.
Operational Performance:
Production (kt)
Mined metal production
Refined metal production
Refined zinc1
Refined lead
Silver production (in tonnes)
1
Production
For the full-year, ore production was at 16.61 million tonnes, up 2% YoY, driven by higher production at Rampura Agucha, Zawar and Kayad mines, partly offset by lower production at Rajpura Dariba and Sindesar Khurd mines. FY2026 saw the best-ever mined metal production of 1,114 kt compared to 1,095 kt in the previous year, in line with higher ore production and improved mined metal grades.
For the full year, we saw our second-best metal production at 1,048 kt in line with the best-ever refined zinc production at 851 kt, up 3% YoY driven by commissioning of debottlenecking projects & 160 ktpa roaster along with pyro operations on zinc-lead mode for full year, partly offset by lower refined lead production at 197 kt, down 13% YoY primarily on account of pyro operations ran partially on lead mode in the previous period & lower plant availability. The silver production was down 9% at 627 tonnes, in line with lead production and lower silver input from mines in accordance with the mining sequence.
The Company generated 4,114 million units of thermal based power in FY2026. Total green power generation was 892 million units as compared to 632 million units in FY2025. The Company has also sourced 519 million units of renewable energy from Serentica Renewables India Pvt. Ltd., taking the overall renewable energy power share to c.18% of the total power requirement during the year.
Sales
During the year, the CompanyRs.s domestic refined zinc metal sales of 600 kt were down marginally as against 603 kt last year, while export sales for the year stood at 251 kt as compared to 225 kt a year ago. The aggregate sales increased by 3% as compared to the previous year, in line with the production. Lead metal sales in the domestic market were 151 kt, while export sales were 46 kt leading to a decrease in aggregate sales by 13% from a year ago, in line with decrease in the refined lead production. Silver sales were 627 tonnes in FY2026, almost all in the domestic market.
Consolidated Financial Performance
(f in crore)
Particulars
Revenue from operations (Incl. other operating income)
Other Income
Profit before depreciation, interest, tax, and exceptional item
Less: Interest
Less: Depreciation and amortisation expense
Add: Exceptional gain/(loss)
Profit before tax
Less: Net tax expense
Net profit
Earnings per share (Rs./share)
Details of the CompanyRs.s annual financial performance as presented during the Analyst Meet (post declaration of annual results) are available on the CompanyRs.s website at https://www.hzlindia.com/investors/results- and-reports.
Revenue
The Company reported Rs.revenue from operationsRs. including other operating income of f 40,844 crore on a consolidated basis, an increase of 20% YoY primarily on account of increased zinc and silver prices, lead concentrate sale, higher by-product realisations, and a favourable exchange rate, partly offset by lower metal volume, losses from strategic hedging initiative, lower lead prices, and lower silver volume.
The Rs.other incomeRs. was f 1,090 crore during the year compared to f 983 crore in the previous year.
Production Cost
ZincRs.s cost of production (COP) excluding royalty for FY2026 was f 84,768 (US$ 959) per tonne, lower by 5% YoY (lower by 9% in US$ terms). The full-year COP showed significant improvement, primarily driven by lower power cost on account of higher domestic coal usage, softened imported coal prices, and higher renewable energy power usage, and better mined metal grades, and higher by-product realisation, partly offset by higher mine development.
Operating margin
The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of f 23,154 crore in FY2026, up by 26% YoY on account of better zinc and silver prices, favourable exchange rate and lower cost of production, partly offset by losses from strategic hedging initiative, lower lead prices and lower silver volume.
Net profit was f 13,832 crore, up 34% YoY mainly on account of higher PBDIT and a lower interest expense, offset by higher depreciation & amortisation and a lower effective tax rate in the base period (due to one- time reversal of tax provisions).
Earnings Per Share (EPS)
The EPS for the year was f 32.74 per share as compared to f 24.50 per share in FY2025.
Cash Flows
(Rs. in crore)
Opening Cash*
Add: EBITDA**
Add: Net Interest Income/(Expense)
Less: Income Tax
Less: Dividend
Less: Capital Account Payments
Add: Borrowings
Add: (Increase)/Decrease in Working Capital & Others
Closing Cash*
* Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements), other bank balances excluding earmarked unpaid dividend accounts balance (refer Note 12 of the Audited Financial Statements) and Current & Non-Current Treasury Investments (refer Note 9 of the Audited Financial Statements)
** Earnings before Interest, Tax, Depreciation and Amortisation expenses and Income on investments
Gross Working Capital
Gross working capital represented by inventory, trade receivables, and other current assets increased from f 2,257 crore to f 2,862 crore as of March 31, 2026, primarily due to increase in trade receivables and inventory. The working capital cycle was 26 days in FY2026 as compared to 24 days in FY2025.
Gross Block
The gross block during the year increased from f 48,425 crore to f 53,910 crore. This was largely due to the ongoing mining projects and other sustaining capex.
Capital Employed
The total capital employed as of March 31, 2026, was f 17,035 crore, as compared to f 14,495 crore at the end of previous fiscal year.
+ Refer page 123 for description
Projects and Expansion Plan
As Hindustan Zinc advances in the journey towards 2 Mtpa integrated metal expansion, several projects have been undertaken throughout the year:
160 ktpa roaster project at Debari commissioned
Cellhouse debottlenecking completed at Dariba Smelting Complex and Chanderiya Lead-Zinc Smelter, enhancing the metal capacity by 21 ktpa
A lead-silver recovery plant based on hot acid leaching technology is under progress in Dariba and is expected to be completed by Q2 FY2027, which enables a recovery of 27 TPA additional silver and 6 ktpa additional lead
Bamnia Kalan Mine project is under progress with ongoing excavation work for box-cut of portal
The 510 ktpa fertiliser plant is under progress and is expected to be completed by Q2 FY2027
In June 2025, the Board has approved plans for expanding the integrated refined zinc capacity by 250 ktpa along with associated mining & milling capacity with an investment
of c.f 12,000 crore. Key EPC partners were locked in and detailed engineering and site mobilisation is in progress, with expected completion by 2Q FY2029
In August 2025, the Board has approved IndiaRs.s first zinc tailings reprocessing plant at Rampura Agucha with a feed capacity of 10 Mtpa and an investment of f 3,823 crore. Key EPC partners have been locked in and detailed engineering was completed with expected completion
by 4Q FY2028
In January 2026, the Board approved a capex of f 1,100 crore for exploration activities related to the 2x growth plan, with a target to increase the metal reserves from current 13 Mnt to 50 Mnt, primarily through Zawar and Rajpura Dariba clusters, thereby maintaining a strong reserves and resource base with a mine life of over 25 years. Technical and drilling partners were locked in for Rajpura Dariba and Zawar
While the 250 ktpa integrated refined zinc capacity expansion and the tailings reprocessing plant fall under Phase 1 of the overall plan towards doubling the capacity, further projects forming the Phase 2 will be announced, as and when they are approved by the Board.
Dividend Distribution Policy and Dividend
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the"Listing Regulations" or "SEBI (LODR)"), the Company has adopted a Dividend Distribution Policy to determine the distribution of dividends in accordance with the applicable provisions. The policy can be accessed on the website of the Company at Dividend Policy.pdf
During FY2026, the Company has declared the following dividend in compliance with the Dividend Distribution Policy:
Date of declaration
Record date
Date of Payment
Rate of dividend per share (f) (Face Value of f 2 per share)
O/ %
Total Dividend (in f crore)
Pursuant to the Finance Act, 2020, dividends are taxable in the hands of the shareholders with effect from April 01, 2020, and accordingly, the Company makes the payment of the dividend after deduction of tax at source ("TDS") at prescribed rates as per the Income Tax Act, 1961.
Credit Rating and Liquidity
CRISIL has reaffirmed the CompanyRs.s long-term rating of AAA/Stable and short-term rating of A1+. The ratings continue to reflect the CompanyRs.s low-cost operations, strong market position, efficient and integrated operations, high reserve & resource, and a strong balance sheet.
The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2026, the CompanyRs.s gross investments and cash & cash equivalents were f 13,846 crore.
Contribution to the Government Treasury
The Company has contributed f 18,846 crore during FY2026, in terms of royalties, dividend, and taxes to the Government treasury.
Taxes on Income
Government Royalties
Rs. 5,073 crore
Corporate Dividend to Govt. of India
Rs. 1,180 crore
Indirect Taxes
Rs. 6,637 crore
Other Indirect Contributions
Withholding Taxes
Other Taxes Borne
Rs. 594 crore
II. SUSTAINABILITY GOALS AND HIGHLIGHTS ESG Highlights
Energy Transition
Sourcing c.18% renewable energy, including from 530 MW round-the-clock (RE-RTC) power delivery agreement
3 battery electric vehicles running in underground operations at Sindesar Khurd Mine (SKM)
Deepened partnerships with select customers through adoption of EcoZen, AsiaRs.s first low-carbon zinc made with 100% renewable electricity
Deployed 180 liquified natural gas (LNG) vehicles and 52 electric vehicles (EVs)
GHG Intensity
4.79 tCO2 per tonne of metal
Impacted around 2.6 million
lives across 4,000+ villages with
sustained CSR interventions
Total CSR spend of Rs. 278.15 crore
i
100% active suppliers assessed for sustainability criteria
Introduced Sustainable Supply
Phain Prnnram
Unfortunately, 2 fatalities during the year (business partner workforce).
42% reduction in TRIFR from baseline FY2020
26.4% diversity (versus 14.4% in FY2020)
23 people from LGBTQIA+ community are now members of the family
Achieved 3.32 times water positivity, independently verified by a third party
13% reduction in freshwater consumption from baseline FY2020
Filtered tailings and paste fill plants at Rajpura Dariba Complex (RDC) enable average recycled water usage of 8,100 KLD
Jarosite reduction of 101 kt through fumer operation
100% fly ash usage
8.63 lakhs MT of gainful utilisation of smelting process waste like Jarosite and Jarofix
Setting up an innovative hot acid leaching plant at the Dariba Smelter Complex by Q2 FY2027, enabling reduction in Jarosite generation
Filed two intellectual properties (IPs) concentrating in the fields of sustainable metal valorisation from smelting waste and mineral processing, and generation of pyrite concentrate from tailings
Recycled input material in alliance with Runaya Green Tech Private Limited, with waste recovery of 43,448 MT
Setting up IndiaRs.s first zinc tailings reprocessing plant at RAM, supporting responsible mining and resilient mineral supply chains
T
Expanded green cover through 1,13,500 additional plantations in FY2026
Engaged with International Union for Conservation of Nature (IUCN) for 3 years and developed biodiversity management plan (BMP) for all sites to support achievement of no net loss of biodiversity
Implementation of wildlife conservation plan in progress at Chanderiya Lead-Zinc Smelter (CLZS), Rajpura Dariba Mine (RDM), SKM & Zawar Mine (ZM)
In August 2025, Hindustan Zinc achieved a historic milestone by becoming the 25th member of the International Council on Mining & Metals (ICMM), and notably, the first new entrant since 2021. With this achievement, the Company also became the first Indian company to join ICMM, a moment of great significance for both the organisation and the Indian mining industry. As ICMM represents the global benchmark for responsible mining, encompassing leadership in social performance, environmental stewardship, safety, and ethical practices, Hindustan ZincRs.s membership marks a transformative step that positions India prominently on the global stage of sustainable and responsible mining.
Furthermore, for the third consecutive year, Hindustan Zinc has been recognised as the global ESG leader in S&P Global Corporate Sustainability Assessment 2025, being ranked 1st globally in metals and mining sector. With an improvement in overall score to 90, Hindustan Zinc also got featured in Sustainability Yearbook 2026 amongst the top 1% most sustainable organisations globally for the ninth consecutive year. Further, in April 2026, the Company became the first Indian company to be included in the Dow Jones Best in Class (DJBIC) Index (Emerging Markets), globally benchmarked index for corporate sustainability performance.
Hindustan ZincRs.s Rampura Agucha Mine and Chanderiya Lead Zinc Smelter have successfully achieved Zinc Mark certification, becoming the first mine and smelter in India, respectively, to receive this prestigious recognition.
Occupational Health & Safety
At Hindustan Zinc, ensuring the safety, health, and well- being of our employees and business partners remains a core organisational priority. Guided by our Rs.Zero HarmRs. philosophy, we continue to strengthen systems, leadership accountability, and risk management practices to create a workplace where every individual return home safely. During the year, the Company reinforced its safety governance framework through enhanced critical risk management systems, leadership capability building, and structured engagement with employees and business partners.
It is with deep regret that we acknowledge the loss of two colleagues from our business partnersRs. workforce in work-related incidents during the year. We extend our sincere condolences to their families and loved ones. Such incidents are unacceptable, and each loss reinforces the fundamental duty we hold to prevent harm. In line with our commitment to the Rs.Zero HarmRs. ambition and internationally recognised standards, investigations were conducted using incident cause analysis method (ICAM) methodology for identification of PEEPO (people, environment, equipment, procedure, organisation) factors and we are resolute in implementing all learnings across our operations. Strengthening our safety culture remains a core leadership responsibility, with a continued focus on risk elimination, operational discipline, and shared accountability.
A significant milestone during the year was the rollout of a critical risk management (CRM) centric safety management system across operations. The CRM
framework focuses on identifying high-consequence risks and ensuring the implementation of effective critical controls to prevent fatalities and serious incidents. As part of this program, five additional critical risks were launched during FY2026, including risks related to HEMM fire, ventilation failure, corrosive substances and acids, excavation hazards, and exposure to hazardous gases, strengthening the organisationRs.s ability to proactively manage high-risk operational scenarios. Hazard and operability (HAZOP) studies were conducted across all units to identify emerging process safety risks and strengthen preventive measures.
To further strengthen leadership capability in safety, we conducted S.A.F.E. (Safety Awareness For Excellence) Leadership Workshops for 42 leaders, including 33 Hindustan Zinc employees and 9 business partners.
These workshops were designed to enhance frontline leadership capability, strengthen risk ownership, and reinforce behavioural safety practices across operations.
6 one-to-one coaching sessions have been completed for 10 identified leaders for strengthening leadership accountability and enhancing safety culture to drive behavioural change.
Business partner engagement remained a key focus area during the year. We conducted Business Partner CEO Connect sessions, creating a platform to reinforce safety accountability, strengthen partnerships, and align business partners with Hindustan ZincRs.s safety standards and expectations.
Hindustan Zinc also launched the Mine Safety Assurance Program, aimed at strengthening safety governance in mining operations through structured assurance mechanisms, periodic reviews, and enhanced oversight of risk controls. The Company continues to invest in strengthening infrastructure safety through the Infrastructure Inframatrix framework, addressing critical infrastructure risks and enhancing operational reliability.
Occupational health management remains a key pillar of the CompanyRs.s safety strategy. During the year, Quantitative Exposure Assessment (QNEA), personal protective equipment (PPE) fit assessments, and ergonomic studies were conducted across operations to mitigate workplace health risks. As a result of targeted interventions, 43 high-exposure zones were successfully converted into green zones, improving workplace conditions and reducing employee exposure to occupational hazards.
In line with our commitment to capacity building, the Company launched the SAKSHAM UTKARSH campaign in partnership with Nettur Technical Training Foundation (NTTF), aimed at strengthening technical competencies of operators and shopfloor employees through trade-based skill development. In FY2026, 117 training batches covering 51 technical topics were successfully completed, enhancing workforce capability and operational safety.
These initiatives reflect Hindustan ZincRs.s continued commitment to strengthening safety culture, enhancing leadership accountability, and adopting proactive risk management practices across operations.
Multiple accolades at British Safety Council International Safety Awards 2026 with Rs.DistinctionRs. for Zawar captive power plant, followed by Rs.MeritRs. for Dariba Smelting Complex, Rampura Agucha Mine, Zinc Smelter Debari,
Kayad Mine, Chanderiya Lead Zinc Smelter, fertiliser project, and Pantnagar Metal Plant
Hindustan ZincRs.s rescue team won British Safety Council "Team of the Year Award" 2025
Bwar Captive Power Plant (CPP) secured a Star rating in the British Safety Council Five Star Audit
Rampura Agucha, Kayad, and Sindesar Khurd Mines received the prestigious 5-star rating from Indian Bureau of Mines (IBM)
Environment
As part of Hindustan ZincRs.s Sustainability 2.0 movement, ambitious, globally benchmarked sustainability goals were set for FY2030, which were built onto the baseline of FY2020.
The CompanyRs.s Science Based Targets include a commitment to 50% reduction of absolute Scope 1 and 2 GHG emissions and further reduction of 25% absolute Scope 3 GHG emissions by FY2030 from the base year FY2020 and further achieving net-zero emissions across the value chain by FY2050.
As part of our ongoing 530 MW round-the-clock renewable energy (RE-RTC) power delivery agreement in
addition to captive solar and waste heat recovery boilers (WHRB), we sourced c.18% of the renewable energy power in FY2026 against the overall power requirement across the plants. The 530 MW RE-RTC will help in reducing our GHG emissions significantly by 3.5 MtCO2e per annum by 2028. The usage of renewable energy has also enabled Hindustan Zinc to launch AsiaRs.s first low carbon zinc, EcoZen, which boasts a carbon footprint of less than 1 tCO2e per tonne of zinc produced, about 75% lower than the global average. In FY2026, we have strengthened our long-standing partnership with several customers through adoption of EcoZen across their manufacturing operations.
In FY2026, as part of our commitment to green logistics, we signed two MoUs with Greenline Mobility Solutions Ltd to accelerate decarbonisation of supply chains. The first marks IndiaRs.s first such commercial-scale initiative of deploying 100 electric vehicle (EV) trucks with battery swapping for concentrate movement between mines and smelters. The second adds liquified natural gas (LNG) trucks to our finished goods logistics fleet, doubling our LNG vehicle capacity, advancing cleaner, more sustainable logistics. Hindustan Zinc, in collaboration with Enviiro Wheels Mobility Pvt Ltd., has flagged off first 10 EV bulker trucks at Zinc Smelter Debari, resulting in total 52 EV trucks for interunit transport of goods.
Our other initiatives in reducing our Scope 3 emissions include deployment of 180 LNG-powered trucks in partnership with Greenline, for upstream & downstream transportation.
We have effluent treatment plants (ETPs) and water treatment plants (WTPs) at all our operations which recycle processed water, which is then reused in operations making the Company zero liquid discharge (ZLD). The most recent addition is a water treatment plant at Rampura Agucha Mine. Hindustan Zinc has two operational filtered tailing plants, one at Zawar Mines and one at Rajpura Dariba Mine, each of which recirculates more than 80% of the process water present in tailings.
Ensuring effective waste management at Chanderiya, our one-of-its-kind fumer technology is ramping up well to effectively recover lead and silver cake from Jarosite. This year, we advanced in gainful waste utilisation by reducing Jarosite by 101 kt through the fumer plant and utilising 654 kt of Jarosite and Jarofix in the cement industry, road construction, and railway infrastructure.
We have engaged with International Union for Conservation of Nature (IUCN) to prepare biodiversity management plans (BMPs) for all our Rajasthan-based locations, supporting Hindustan Zinc to achieve its target of no net loss of biodiversity against an FY2020 baseline. The implementation plans are in place and implementation is under progress at all sites.
In FY2026, Hindustan Zinc has filed two Indian patents concentrating in the fields of sustainable metal valorisation from smelter waste, automation of product quality check while running electrowinning process and mineral processing - generation of pyrite concentrate from tailings. Furthermore, Hindustan Zinc has signed two MoUs with Council of Scientific & Industrial Research (CSIR)-National Metallurgical Laboratory (India) and Virginia Tech University (US), focusing on strengthening processes related to metal grade improvements in mineral processing coupled with innovative techniques for strategic metal extraction across the Company.
As part of our continued collaboration with Indian Institute of Technology (IIT) Madras and Jawaharlal Nehru Centre for Advanced Scientific Research (JNCASR), we are
working on advancing the development of next-generation battery storage solutions. JNCASR has developed and demonstrated a zinc-ion pouch cell prototype. In parallel, IIT Madras is working on developing a zinc-air battery prototype and has successfully demonstrated it at a lab scale, with ongoing work focused on vehicle-level demonstration as a range extender. These collaborations aim to enhance the viability of zinc-based batteries for a sustainable energy future.
We organised a series of training sessions called "Wednesday for Transition", which were designed to provide suppliers with essential knowledge on ESG (Environmental, Social, and Governance) topics like psychological health & safety, human rights, etc.
Our sustainability-related activities received several endorsements during the year:
Our Business Responsibility and Sustainability
Hindustan Zinc was awarded Rs.Outstanding
Report (BRSR) has been selected as best
Accomplishment in Corporate ExcellenceRs. at CII-
BRSR report under Manufacturing Large-
ITC Sustainability Awards. Further, Zawar Mines
Cap at the 4th ICAI Sustainability Reporting
was presented the Rs.Environment Excellence AwardRs.
Awards
HZLRs.s Greener steps towards Sustainable
Our Sustainability Report FY2025 has won
operations has been honoured as an Excellent
a Platinum in Materials category at the LACP
Environment Project at the CII National Award for
Vision Awards 2024-25, including a Special
Environmental Best Practices 2025
Achievement Award of the Most Creative Report Worldwide, Technical Achievement Award, and Global Top 100 Recognition
The Company was awarded Rs.Excellence in Waste ManagementRs. - Sustainable Operational Award at the CEE Waste Management
Chanderiya Lead Zinc Smelter and Rampura
Summit & Awards 2025
Agucha Mine have become IndiaRs.s first sites to receive the Zinc Mark and Copper Mark certification
The Company has been awarded at the ICC 16th India Corporate Governance and Sustainability Vision Awards 2026 in
Included in the Dow Jones Best-in-Class
the category of "Water Stewardship as
(DJBIC) Index (Emerging Markets) for the first
Runners Up"
time, a globally respected benchmark for corporate sustainability performance (formerly known as the Dow Jones Sustainability Index)
Recognised for remarkable contribution in sustainability at SAIL Value Chain PartnerRs.s Meet 2025-26
Hindustan Zinc ranked 1st in metals & mining sector and 7th among IndiaRs.s 60 Most Sustainable Companies across all sectors
Sindesar Khurd and Kayad Mines have been awarded the prestigious GreenCo Silver rating
at the BW Businessworld IndiaRs.s Most
Hindustan Zinc shone at 12th CII Supply Chain &
Sustainable Companies (IMSC)
Logistics Excellence Award (SCALE) under Rs.Green LogisticsRs. category
External Assessment
Indices and Ratings
DJSI
FTSE4Good
- Environmental
- Social
- Governance
Corporate Social Responsibility (CSR)
At Hindustan Zinc, our CSR vision is anchored in advancing inclusive and sustainable development for all our stakeholders. Guided by a strategic focus on health, education, livelihoods, water security, and the environment, we design scalable, high impact programmes that deliver lasting social value by working in the areas of education, sustainable livelihoods, women empowerment, health, water & sanitation, sports & culture, environment & safety, and community assets creation. Please refer to the community development chapter in the Integrated Annual Report, located on page 236, for further information.
During the year, the Company spent f 278.15 crore on CSR programmes, more than the 2% of CSR mandate which was f 260.58 crore. For further details, refer Annexure III and Rs.Business ReviewRs. section of this Integrated Annual Report.
III. RESERVE AND RESOURCE (R&R)
With a strong focus on resource-to-reserve conservation during the year, we have crossed the milestone of 13.9 million tonnes of metal reserves and 10,900 tonnes of silver reserves for the first time since underground transition, more than doubling the total metal reserves as compared to FY2020 on a net of production basis. We also achieved record ore R&R of 468.6 million tonnes as on March 31, 2026.
On an exclusive basis, total Ore Reserves at the end of FY2026 stood at 219.1 million tonnes (net of depletion of 16.6 million tonnes during FY2026) and exclusive Mineral Resources totalled
249.5 million tonnes. Total contained metal in Ore Reserves is estimated at 10.7 million tonnes of zinc, 3.3 million tonnes of lead, and 350.8 million ounces of silver. The Mineral Resource contains approximately 10.8 million tonnes of zinc, 4.4 million tonnes of lead, and 426.0 million ounces of silver.
At current mining rates, the R&R underpins metal production for more than 25 years.
IV. HUMAN RESOURCE MANAGEMENT
Our workforce is the key driver to unlocking growth and success. We create a dynamic, performance- driven environment that nurtures talent, ensures well-being, and offers enriching, purposeful work. Combining the strength of a global leader with
the agility of a start-up, we empower careers, foster innovation, and contribute to nation-building through sustainable growth and exceptional talent development. Embracing diverse perspectives and experiences, we foster inclusiveness, driving creativity and excellence. Our commitment to diversity attracts and retains top
global talent. Our comprehensive onboarding process seamlessly integrates new team members, leveraging their strengths to achieve exceptional results and sustainable growth. Please refer to the human resource chapter in the Integrated Annual Report, located on page 208, for further information.
HR initiatives
Diversity, Equity & Inclusion
1. Third year of Zinclusion - Embracing Differences, celebrating diversity and fostering belongingness through 100% employee coverage under mandatory e-learning module on the newly introduced Inclusive Language Guide, embedding respectful and inclusive communication across the organisation.
2. Integrated 23 individuals from LGBTQIA+ community into core, mainstream roles across the organisation, reflecting our commitment to meaningful, opportunity-led inclusion and long-term career growth.
3. Increased gender diversity in executives from 12% in FY2019 to 26.4% in FY2026.
4. Launch of PRISM (Prevention, Response, Inclusion, Safety & Mindset) campaign covering 700+ employees across locations, strengthening POSH awareness, Internal Committee readiness, and leadership accountability for dignity and safety at work.
5. Co-partnered with Russell Reynolds Associates to launch IGNITE (Inclusive Growth for Nurturing & Inspiring Talent to Excellence), a pioneering initiative to foster inclusive growth for 16 women leaders.
6. Established industry-first all-women operational team Rs.TejaswiniRs. at Chanderiya, setting a new benchmark for gender integration in core operations.
Talent Management:
1. Talent Review Councils for 234 executives across mines (142 talents) and smelters (92 talents), creating 190 talent profiles and career paths with development aspects.
2. 13 mid-senior leaders completed executive coaching with Dale Carnegie, comprising psychometrics, 360 deg feedback, and 312 hours of tailored coaching.
3. ACT-UP, in partnership with Korn Ferry, assessed 290+ employees through data-driven evaluations with 54 ACT-UP stars being fast-tracked into larger roles with personalised mentorship.
4. SHIKHAR NextGen accelerated early-career for 25 talents through mentoring, cross-functional exposure, and career visibility to improve retention and readiness.
5. Rs.Ambavgarh Dialogue - Engagement with a PurposeRs. enabled leadership & talent interactions, resulting in high impact idea generation among 85 leaders.
6. V Aspire, a flagship program by Vedanta group, engaged 159 high-potential talents, strengthening visibility, readiness, and pathways to enterprise leadership roles.
Capability Building:
1. Delivered 2.41 lakh+ learning person-hours across employees and 2.3 lakh+ learning person-hours across business partners.
2. SAKSHAM ViSTA achieved 100% coverage for graduate engineering trainees (GETs) and post graduate engineering trainees (PGETs), accelerating early-career technical readiness.
3. 580+ internal subject matter experts identified, along with 154 DRONA and 66 Emerging DRONA recognitions.
4. 40 executives graduated from IIM Udaipur and BITS Pilani, with 30 executives currently pursuing masters under work integrated learning program (WILP) and allied initiatives.
5. Scaled technology-enabled learning with LinkedIn Learning and Disprz, enabling anytime, curated capability building.
6. Launched SAKSHAM UDBHAV, a curated e-learning program supporting retiring employees in financial planning, health, emotional wellbeing, and life transition readiness with 100% coverage across zones.
7. Launched SAKSHAM UTKARSH, in partnership with Nettur Technical Training Foundation (NTTF), to technically upskill the extended business partner ecosystem, covering 3,245 learners in Phase 1.
r Engagement & Quality of Life:
1. A.U.R.A, our flagship wellbeing initiative anchored in building a resilient and balanced workforce,
supported employees in rejuvenating and evolving through curated wellbeing interventions, creating safe spaces for emotional expression and mental balance. The annual observance of Mental Health Month further reinforces psychological safety, resilience, and self-care across the organisation.
2. Communication channels like Sampark, IBU Sync, etc., fostered transparency, strategic alignment, and a shared understanding of business priorities and future direction with all employees & business partner workforce.
3. Vartalaap, a structured dialogue platform for our extended business partner workforce, strengthened partnerships and operational alignment.
4. Organised Aagman sessions, interactive onboarding engagements for freshers and transfer joiners, helping them connect with the organisationRs.s culture, values, and people, enabling smoother transitions and early engagement.
PARTICULARS OF EMPLOYEES
The remuneration paid to Directors, Key Managerial Personnel, and the executive management team during FY2026 was in accordance with the Nomination and Remuneration Policy of the Company. The details as required under section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 4.
In terms of the provision of Section 136 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and the Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees. The said information is available for inspection through electronic mode. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished upon such request.
In line with the internal guidelines of the Company, no payment is made towards commission to the Executive Director of the Company, who is in full-time employment with the Company.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Board strongly believes in providing a safe and harassment-free workplace for every individual working for the Company through various interventions and practices.
It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace and has an Internal Complaints Committee
("ICC") in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Members of the CorporationRs.s ICC are responsible for conducting enquiries pertaining to such complaints. Such policy broadly covers the viewpoints below:
Promote a workplace based on equality & respect
Provide a safe and congenial work environment
Awareness, sensitisation, and training programmes to educate employees on the prevention, identification, and reporting of sexual harassment at the workplace
Provide formal and informal mechanism for redressal in case of complaint of sexual harassment at the workplace
Define the implications and outcome of sexual harassment
Ensure protection against retaliation to complainants, witnesses, Committee members, and other employees involved in prevention and complaint resolution
There were six complaints received during the year, all of which were disposed off and none of the complaints were pending for more than 90 days.
Compliance with the provisions of the Maternity Benefit Act, 1961
In accordance with the Companies (Accounts) Second Amendment Rules, 2025, notified by Ministry of Corporate Affairs (MCA) on May 30, 2025, the Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols.
The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.
V. RISK MANAGEMENT
Our business is exposed to a variety of risks, which are inherent to a global natural resources organisation, and we understand that it is imperative for our organisation to manage its risk for achieving strategic goals. As part of our governance philosophy, the Board has an Audit & Risk Management Committee to ensure a robust risk management system. The details of the Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Integrated Annual Report.
At Hindustan Zinc, we are determined to ensure that our system is robust and proactive to successfully apprehend risks and mitigate them before they play out. We, therefore, have a strong sustainable risk management framework, supported by SAP-based tools to allow transparent risk reporting and escalations. Risk prioritisation criteria are clearly defined and mapped across different functions, categories, and activities along with the likelihood of potential impact. Risks are continually evaluated for timely implementation of mitigation measures.
Risk Management Framework
The risk management framework provides a rationalised approach to identify, discuss, measure, and manage vital opportunities and risks that the enterprise faces. It details the guidelines to enable business units and corporate functions across the Company to manage risks, while pursuing the CompanyRs.s strategy. Please refer to the risk management chapter in the Integrated Annual Report, located on page 86, for further information.
Internal Financial Control Systems and their adequacy
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the opinion that the CompanyRs.s internal financial controls were adequate and effective during FY2026.
Vigil Mechanism and Whistle Blower Policy
Your Company has established a robust Vigil Mechanism, which is implemented through its Whistle Blower Policy, to enable Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, financial irregularities, illegal or unethical practices, or violations of the CompanyRs.s Code of Conduct in confirmation with section 177(9) of the Act and Regulation 22 of Listing Regulations.
Your Company is committed towards retaining the highest standards and ethical code of conduct. This policy is available on the CompanyRs.s website on HZL whistle blower and vigil mechanism policy 6b73d120f9.pdf. All the Rs.ComplaintsRs. under this policy should be reported to the
Group Head - Management Assurance, who is independent of operating management and businesses. The Company has a dedicated email ID - hzl.whistleblower@vedanta.co.in, and a hotline number (18-001-030-269) as well as web-based reporting platform www.vedanta.ethicshelpline.in.
All incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The action taken and status reports of the same are reported to the Audit & Risk Management Committee on a quarterly basis.
VI. INVESTOR RELATIONS
Hindustan ZincRs.s investor relations practices are founded on the principles of transparency, timely disclosure, and equitable access to information. The Company follows a robust disclosure framework in line with applicable regulatory requirements, ensuring prompt communication of financial results, material developments, and strategic priorities to the investor community. Regular earnings calls, detailed investor presentations, and a globally recognised comprehensive integrated annual reporting, widely regarded as a benchmark within the industry, enable stakeholders to gain clear insights into the CompanyRs.s operational performance, financial position, capital allocation approach, and long-term growth strategy.
Strong disclosure standards and consistent engagement with the capital markets have translated into tangible value creation for shareholders. During the year, Hindustan ZincRs.s growing market relevance and liquidity were reflected in its inclusion in the Futures & Options (F&O) segment and key benchmark indices, including the Nifty Next 50, Nifty 100, Nifty 100 ESG, Nifty 100 Enhanced ESG, and Nifty 100 ESG Sector Leaders. These inclusions broadened the CompanyRs.s investor base, enhanced trading liquidity and strengthened its visibility among global and ESG-focused investors.
As at the end of March 2026, Hindustan Zinc ranked among the top 40 companies within the Nifty 100 universe and among the top five companies in the Nifty Metal index, with a market capitalisation of approximately f 212k crore, which also peaked during the year at around f 310k crore, reflecting strong investor confidence in its operational performance, capital discipline, and long-term value proposition.
The Company actively engages with institutional and retail investors through structured interactions, including one-on-one meetings, investor conferences, and non- deal road shows, while maintaining strict adherence to fair disclosure norms. Feedback from these engagements is shared with the senior management to strengthen communication effectiveness and align investor expectations with the CompanyRs.s long-term value creation agenda. By integrating financial, operational and sustainability narratives, Hindustan Zinc endeavours to foster informed investor confidence and reinforce its commitment to strong governance and responsible capital stewardship.
During the year under review, Vedanta Limited, the holding company had reduced its shareholding from 63.42% to 60.71%.
The Company has no material subsidiaries during the year under review. In terms of the Listing Regulations, as amended from time to time, the CompanyRs.s policy for determining material subsidiary may be accessed at HZL- Policv-for-Determing-Material-Subsidiaries.pdf.
Further, the statement on the performance and financial position of each subsidiary and joint venture and salient features of their financial statements in the prescribed Form AOC-1 is annexed to this Integrated Annual Report.
VIII. CORPORATE GOVERNANCE
Conducting our business with integrity and highest level of governance has been core to our corporate behaviour. For us, corporate governance goes beyond regulatory compliance, it reflects our commitment to achieving strategic objectives responsibly, transparently, and with unwavering accountability to all stakeholders.
Your Company remains steadfast in its commitment to upholding the highest standards of corporate governance at all times. Guided by our core values of transparency and accountability, we strive to embed these principles across all our engagements.
We believe it is our inherent responsibility to safeguard the interests of all our stakeholders by ensuring timely, adequate, and accurate disclosure of information relating to the CompanyRs.s financial performance, leadership and governance practices of the Company.
Your Company is dedicated to enhancing long-term value for all stakeholders while upholding integrity, fulfilling societal obligations, protecting the environment, and adhering to regulatory requirements. Our actions are guided by our core values and principles, which are consistently reinforced throughout the organisation. These principles have always been and will continue to be our guiding force in the future. As a Company deeply rooted in values and commitment, we believe that profitability should be aligned with our responsibility towards all stakeholders.
VII. SUBSIDIARIES/JOINT VENTURES
As on March 31, 2026, your Company had 5 wholly-owned subsidiaries ("WOS") and 1 joint venture ("JV") as per the Companies Act, 2013 ("the Act") which have been classified as subsidiaries / JVs under Indian Accounting Standards (Ind AS). Same are as follows:
Corporate Governance Report
Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Report.
Business Responsibility & Sustainability Report
The Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective, also forms a part of this report.
DIRECTORS
Appointments
The appointment of all members of the Board of Directors is made by the shareholders, either at the Annual General Meeting (AGM), or through a Postal Ballot, in accordance with the applicable governance procedures.
During FY2026, the following appointments were made to the Board of Directors:
Mr. Sandeep Vasant Kadam (DIN: 08414389), as Government Nominee Director (Non-Executive)
Pursuant to the order received from the Ministry of Mines, Government of India, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board through a circular resolution passed on January 22, 2026, Mr. Sandeep Vasant Kadam (DIN: 08414389) was appointed as the Government Nominee Director (Non-Executive) of the Company with effect from January 19, 2026. The same was approved by the shareholders of the Company through postal ballot resolution on April 10, 2026.
Mr. Ashim Kumar Modi (DIN: 11342680), as Government Nominee Director (Non-Executive)
Pursuant to the order received from the Ministry of Mines, Government of India, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board at its meeting held on October 17, 2025,
Mr. Ashim Kumar Modi (DIN: 11342680) was appointed as the Government Nominee Director (Non-Executive) of the Company with effect from October 17, 2025. The same was approved by the shareholders of the Company through postal ballot resolution on December 20, 2025.
Mr. Thomas Mathew T (DIN: 00130282), as an Independent Director (Non-Executive)
Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board through a circular resolution passed on September 29, 2025, Mr. Thomas Mathew T (DIN: 00130282) was appointed as an Independent Director (Non-Executive) of the Company with effect from October 01, 2025. The same was approved by the shareholders of the Company through postal ballot resolution on December 20, 2025.
Mr. Anoop Kumar Mittal (DIN: 05177010), as an Independent Director (Non-Executive)
Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board through a circular resolution passed on July 25, 2025,
Mr. Anoop Kumar Mittal (DIN: 05177010) was appointed as an Independent Director (Non-Executive) of the Company with effect from August 01,2025. The same was approved by the shareholders of the Company at its Annual General Meeting held on August 25, 2025.
Mr. Ashish Chatterjee (DIN: 07688473), as Government Nominee Director (Non-Executive)
Pursuant to the order received from the Ministry of Mines, Government of India, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board through a circular resolution passed on July 30, 2025, Mr. Ashish Chatterjee (DIN: 07688473) was appointed as the Government Nominee Director (Non-Executive) of the Company with effect from July 25, 2025. The same was approved by the shareholders of the Company at its Annual General Meeting held on August 25, 2025.
Re-appointments
Mr. Arun Misra (DIN: 01835605), as CEO & Whole-time Director (Executive)
Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board at its meeting held on April 25, 2025, Mr. Arun Misra (DIN: 01835605) was re-appointed as CEO & Whole-time Director of the Company for a period of one year with effect from June 01,2025. The same was approved by the shareholders of the Company at its Annual General Meeting held on August 25, 2025.
Ms. Pallavi Joshi Bakhru (DIN: 01526618), as an Independent Director (Non-Executive)
Ms. Pallavi Joshi Bakhru (DIN: 01526618) was re- appointed as an Independent Director (Non-Executive)
of the Company for a second term of two consecutive years with effect from August 10, 2025. The same was approved by the shareholders of the Company at its Annual General Meeting held on August 25, 2025.
Cessations
Mr. Dinesh Mahur (DIN: 10862645) as Government Nominee Director
Mr. Dinesh Mahur ceased to be Government Nominee Director with effect from January 19, 2026, pursuant to the order received from the Ministry of Mines, Government of India.
Mr. Ashish Chatterjee (DIN: 07688473) as Government Nominee Director
Mr. Ashish Chatterjee ceased to be Government Nominee Director with effect from October 10, 2025, pursuant to the order received from the Ministry of Mines, Government of India.
Mr. Kannan Ramamirtham (DIN: 00227980) as an Independent Director
Mr. Kannan Ramamirtham ceased to be a Non-Executive Independent Director of the Company upon completion of his second and final term on August 31, 2025.
Mr. Akhilesh Joshi (DIN: 01920024) as an Independent Director
Mr. Akhilesh Joshi ceased to be a Non-Executive Independent Director of the Company upon completion of his second and final term on July 31,2025.
Director Retiring by Rotation
Pursuant to the provisions of section 152 of the Act,
Mr. Navin Agarwal (DIN:00006303), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks re- appointment. The necessary resolution for re-appointment of Mr. Navin Agarwal forms part of the Notice convening the ensuing AGM.
KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Arun Misra, CEO & Whole-time Director, Mr. Sandeep Modi, Chief Financial Officer, and Ms. Aashhima V Khanna, Company Secretary & Compliance Officer, are the Key Managerial Personnel ("KMP") of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Board and Committees
The Board met seven times during the year under review. The Board meetings are conducted in due compliance with and following the procedures prescribed in the Act and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information of the meetings of the Board is included in the Corporate Governance Report, which forms part of the Integrated Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.
The Board Committees play a vital role in ensuring sound Corporate Governance practices.
During the year, all recommendations of the Committees were approved by the Board.
A detailed update on the Board, its committees, their composition, terms and reference, meetings held during FY2026, and the attendance of each Director is detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.
BOARD EFFECTIVENESS Familiarisation Programme for Directors
The Board members are provided with necessary documents, reports, and internal policies to enable them to familiarise themselves with the CompanyRs.s operations, its procedures and practices. Periodic presentations are made at the Board and Committee meetings, on business and performance of the Company, global business environment, business strategy, risks, safety, health and environment, and ESG & sustainability, etc.
The details of the familiarisation program are provided in the Corporate Governance Report forming part of this Integrated Annual Report and can also be accessed on the website of the Company at https://www.hzlindia.com/ uploads/HZL-Familiarization-Program.pdf.
Annual Board Evaluation
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) individual DirectorsRs. performance; (iii) performance of the Chairman of the Board; and (iv) Performance of all Committees of Board for FY2026.
The evaluation was carried out with the help of an external agency. The Company had engaged a leading consulting firm, for carrying out the performance evaluation by way of an online structured questionnaire. Detailed evaluation parameters and the process have been explained in the Corporate Governance Report.
The BoardRs.s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of the Board processes, information and functioning. The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition, and effectiveness of meetings.
The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the management outside Board/ Committee meetings. The performance of Non-Independent Directors, the Board as a whole, and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board.
Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.
The results of evaluation showed high level of commitment and engagement of the Board and its various Committees. The Board was satisfied with overall performance and effectiveness of the Board, Committees, and individual Directors, and appreciated the CompanyRs.s ethical standards, transparency, and progress on sustainability and ESG during the year.
The Board members also provided their inputs for further enhancing the overall effectiveness of the Board and the Committees. It was noted that the Board, as a whole, is functioning in an effective and cohesive manner.
POLICY ON DIRECTORSRs. APPOINTMENT AND REMUNERATION
Based on the recommendation of Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy which enumerates the criteria for assessment and appointment/re-appointment of Directors and KMPRs.s on the basis of their qualifications, knowledge, skills, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor.
The policy sets out the guiding principles for the compensation to be paid to the Directors, KMPRs.s, and the executive management team, and it also provides for implementation of Board familiarisation, diversity, performance evaluation, and succession planning for cohesive leadership management.
Detailed CompanyRs.s policy on appointment of Directors and their remuneration is available on the CompanyRs.s website at https://www.hzlindia.com/uploads/HZL Nomination Remuneration Policy final 19 04 2024 f155d5c744.pdf.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
a. they continue to meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
b. they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act.
c. they have registered themselves with the Independent DirectorRs.s Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014.
The Independent Directors have also confirmed that to the best of their knowledge, there exists no circumstance or situation that may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after due assessment of the credibility of the same.
None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for FY2026.
List of key skills, expertise, and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The information required under point b of Schedule V of Listing Regulations forms part of this report. Rs.Strategy and Performance OverviewRs. section of this Integrated Annual Report gives a detailed information on the CompanyRs.s strategy, operations, and the market in which it operates including industry-wide developments, product-wise performance and outlook. It also discusses the key performance indicators, ratio analysis, and financial performance with respect to operational performance.
The Rs.Operating Context and Value CreationRs. section of this Integrated Annual Report discusses the operating context, risks and concerns, and risk management strategy of the Company. The initiatives and material development in the areas of human resources/industry relations and
sustainability are covered in the Rs.Environmental, Social and GovernanceRs. chapter of this Integrated Annual Report.
DIRECTORSRs. RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Act, (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Board of Directors, to the best of their knowledge and ability confirm that:
i. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there is no material departure;
ii. they have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a Rs.Going ConcernRs. basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit & Risk Management Committee of the Board of Directors of the Company.
IX. AUDIT REPORTS AND AUDITORS Statutory Auditors
The Members of the Company at the 55th Annual General Meeting (AGM) had re-appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) as the Statutory Auditors of the Company for a second term of five (5) consecutive years, to hold office till the conclusion of the 60th AGM to be held in 2026.
Accordingly, the term of office of M/s S.R. Batliboi & Co. LLP has expired at the conclusion of the 60th AGM.
The Statutory AuditorsRs. Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer, which calls for any explanation from the Board of Directors. The Statutory AuditorsRs. Report, along with the Notes to the Financial Statements, forms part of this Integrated Annual Report. The Notes on Financial Statements referred to in the AuditorsRs. Report are self explanatory and do not call for any further comments.
M/s S.R. Batliboi & Co. LLP have also confirmed that they were not disqualified from acting as Statutory Auditors of the Company during their tenure, in terms of Section 141 of the Act.
On the recommendation of the Audit & Risk Management Committee, the Board of Directors, subject to the approval of the Members at the 60th AGM, has approved the appointment of M/s MSKA & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/W101187) as the Statutory Auditors of the Company for a term of five (5) consecutive years, i.e., from the conclusion of the 60th AGM till the conclusion of the 65th AGM to be held in 2031.
The Company has received the consent and eligibility certificate from M/s MSKA & Associates LLP, confirming that they are not disqualified from being appointed as Statutory Auditors in terms of the provisions of Section 141 of the Act and the rules made thereunder.
Secretarial Auditors
M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi (Firm Registration No.
P2001DE052900), were appointed as the Secretarial Auditors of the Company by the Board of Directors on April 19, 2024. Their appointment was subsequently approved by the shareholders at the 59th Annual General Meeting held on August 25, 2025.
The Company had received a certificate confirming their eligibility and consent to act as the Secretarial Auditors.
The Secretarial Audit Report for FY2026 forms part of this Report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except pertaining to shortage of Independent Directors on the Board.
Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated February 08, 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations, circulars and guidelines issued thereunder.
The Annual Secretarial Compliance Report for FY2026 will also be submitted to the Stock Exchanges within the stipulated timeline.
Internal Auditors
M/s KPMG, (LLPIN: AAT-0367) had been appointed as Internal Auditors to carry out the internal audit of the Company for FY2026. The Company also has an independent in-house management assurance system (MAS) team to manage the groupRs.s internal audit activity that functionally reports to the Audit & Risk Management Committee.
Cost Auditors
M/s K.G. Goyal & Co., Cost Accountants (FirmRs.s Registration No. 000017), had been appointed as the Cost Auditor of the Company for FY2026 to carry out the audit of the cost records of the Company. The Company had received a certificate confirming their eligibility and consent to
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act as the Auditors. The cost accounts and records of the Company are duly prepared and maintained by the Company as required under Section 148(1) of the Act pertaining to the cost audit.
Auditors Certificate
M/s. Sanjay Grover & Associates, practicing Company Secretaries and Secretarial Auditors of the Company issued the following certificates:
Certificate on the compliances with the conditions of Corporate Governance (CG) as per provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The only adverse remark in CG certificate is for not fulfilling the criteria of adequate number of Independent Directors, for which the Company has provided the adequate explanation.
A certificate certifying that none of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014 (including any statutory modification(s) and/or re- enactments) thereof for the time being in force) or are debarred or disqualified by SEBI, Ministry of Corporate Affairs ("MCA") or any other such statutory authority, forms part of the Corporate Governance Report forming part of this Integrated Annual Report.
Reporting of Frauds by Auditors
During the year under review and pursuant to Section 143(12) of the Act, none of the auditors of the Company have reported to the Audit & Risk Management Committee of the Board any instances of fraud by the Company or material fraud on the Company by its officers or employees.
X. OTHER DISCLOSURES
Related Party Transactions
The Company has a robust process for approval of related party transactions (RPTs) and dealing with the related parties. In line with the requirements of the Act and the Listing Regulations, your Company has formulated a policy on RPTs and the same can be accessed using the following link: https://www.hzlindia.com/uploads/
RPT Policy19 01 2026 86ae9dfb76.pdf. During the year, the Board-approved amendment to the RPT Policy at its meeting held on January 19, 2026, based on the Audit & Risk Management CommitteeRs.s recommendation. These changes were made to incorporate the amendments to the Listing Regulations. During the year under review, all contracts/arrangements/transactions entered with related parties were approved by the Audit & Risk Management Committee of the Company and were at armRs.s-length and in the ordinary course of business. Certain transactions, which were repetitive in nature, were approved through omnibus route. However, there were no material transactions of the Company with any of its related parties as per the Act and Listing Regulations which required shareholdersRs. approval. All RPTs are subjected to independent review by a reputed accounting firm to
establish compliance with the requirements of RPTs under the Act and Listing Regulations.
The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure-2.
Regulatory and Governance Matters
As referred to in the Emphasis of Matter (EOM) paragraph in the Independent AuditorsRs. Report and Note 43 to the financial statements, certain reports published by short seller contained allegations in relation to Vedanta Resources Limited (VRL) and its subsidiaries. Based on the assessment and legal evaluation, the management believes that the allegations are without merit and that the transactions referred to therein were undertaken with appropriate commercial rationale, duly approved in accordance with applicable governance processes, and are in compliance with contractual obligations and applicable laws and regulations. Accordingly, the management is of the view that no adjustments are required to the standalone or consolidated financial statements of the Company.
During the year, the Securities and Exchange Board of India (SEBI) sought certain information and clarifications primarily relating to related party transactions, dividend declarations, and governance and approval processes.
The Company furnished the requisite information and supporting documentation within the prescribed timelines. Subsequently, SEBI issued an administrative warning dated April 30, 2026, in relation to certain procedural aspects pertaining to Audit & Risk Management
Committee approvals and related party disclosures. The communication does not involve any monetary penalty or enforcement action. The matter has been appraised to the Board of Directors and will be placed before the Audit & Risk Management Committee and the Board, as advised, and there is no impact on the financial position, operations, or going concern status of the Company. The Company remains committed to maintaining and further strengthening its governance, compliance, and disclosure framework.
The Board continues to monitor the matter closely and believes that the Company maintains robust internal controls, governance standards, and compliance mechanisms consistent with applicable regulatory requirements and industry practices.
Deposits
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
Changes in Capital Structure
During the year under review, there were no changes to the CompanyRs.s share capital. The paid-up equity share capital of the Company is f 8,45,06,38,000.
Transfer to Reserves
The Company has NIL transfer to General Reserves out of the profits during the period of reporting.
Debentures
During FY2026, your Company raised f 1,400 crore through issuance of Non-Convertible Debentures ("NCDs") in two separate transferable and redeemable principal parts of face value of f 1,00,000 each on private placement basis as per the following details:
Security
Description
Unsecured, Redeemable, Rated,
INE267A08053
February 02, 2026
98,000
980
3 years
February 02, 2029
Listed NCDs
Commercial Papers
The Commercial Papers ("CPs") issued by the Company have been listed on the National Stock Exchange (NSE) and have been duly redeemed on timely basis. As on March 31, 2026, the Company has NIL outstanding CPs.
Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account
Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the procedure to be adopted for unclaimed shares issued in physical form in public issue or otherwise, the Company has a separate demat account in the title of Rs.Hindustan Zinc Limited - Unclaimed SharesRs. with HDFC Bank Limited.
The details regarding disclosures with respect to demat suspense account/unclaimed suspense account are provided under Corporate Governance Report.
Transfer of Unpaid and Unclaimed Amounts to IEPF
In accordance with the provisions of the Act and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, the Company is required to transfer the following to IEPF:
Dividend amount that remains unpaid/unclaimed for a period of seven (7) years; and
Shares on which the dividend has not been paid/claimed for seven (7) consecutive years or more.
Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/ unclaimed amount of dividend and shares due for transfer to IEPF established by the Central Government. Further, in compliance with IEPF Rules including statutory modification(s) thereof, the Company publishes notices in newspapers and sends specific letters to all shareholders whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.
The details of unclaimed/unpaid dividends transferred/credited to IEPF during FY2026 are as follows:
Financial Year
2017-2018
2018-2019
Details of shares transferred to IEPF Authority during FY2026 are also available on our website at https://www.hzlindia. com/investors/shareholder-information/share-transfers-to-iepf
Dividend declared during FY2026 on shares already transferred to IEPF are provided below:
2025-26
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the annual return as on March 31, 2026, is available on the CompanyRs.s website at https://www.hzlindia.com/ investors/results-and-reports
Particulars of Loans, Guarantees or Investments
Your Company has given loans and guarantees, provided security, and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Act. The particulars of such loans and guarantees given, securities provided, and investments made are provided in the notes to the Financial Statements.
Details of Applications made or any Proceedings pending under the Insolvency And Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year
There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.
Material Changes affecting the Financial Position of the Company
No material changes and commitments have occurred subsequent to the close of the Financial Year till the date of this Report which may affect the financial position of the Company.
Significant or Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future during the period under review.
Change in nature or business of the Company
There is no change in the nature of business of your Company during the year under review.
No Difference in Valuation
The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this report.
Other Disclosures:
In terms of the applicable provisions of the Act and the Listing Regulations, your Company additionally discloses that, during the year under review:
a) It has not issued any shares with differential voting rights or any other convertible securities
b) It has not issued any shares or other convertible securities
c) There is no plan to revise the financial statements or the Report in respect of any previous financial year
d) None of the securities of the Company were suspended from trading
XI. INTEGRATED ANNUAL REPORT
The Company has voluntarily provided the Integrated Annual Report, which encompasses both financial and non- financial information to enable the members to take well informed decisions and have a better understanding of the CompanyRs.s long-term perspective. The report also touches upon aspects such as organisationRs.s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital, and natural capital.
The key initiatives taken by the Company with respect to stakeholder engagement, ESG, health and safety of the employees have been provided separately under various sections of this Integrated Annual Report.
XII. AWARDS AND ACCOLADES
Your Company continued its quest for excellence in its chosen area of business to emerge as a true global brand. Several awards and rankings continue to endorse as a thought leader in the industry. Your Company has received numerous prestigious awards for its outstanding innovative work, drawing attention with its impressive achievements.
Its unwavering commitment to excellence has led to recognition across various platforms, serving as a testament to its ethical practices, sustainable approach, and a well- established, professional work environment.
The details of the awards and recognitions secured by the Company have been highlighted in a separate section in the Integrated Annual Report.
XIII. APPRECIATIONS AND ACKNOWLEDGEMENTS
Your CompanyRs.s business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission of carving our niche as the leading global natural resource company.
The professionally equipped and technically sound management has set progressive policies and objectives, follows best global practices, all with a plausible vision to take the Company ahead to the next level.
The Board express their deep appreciation to all employees for their hard work, dedication, and commitment. The enthusiasm and unwavering efforts of the employees have enabled the Company to maintain its position as an industry leader.
The Board appreciates the support and cooperation the Company has received from its customers, vendors, investors, worker unions, auditors, and bankers. The CompanyRs.s resilience to meet challenges was made possible by their hard work, solidarity, commitment, and support.
The Board also takes this opportunity to thank all shareholders, business partners, the Government of India, the State Government(s) where the Company has its operations, other regulatory authorities, and stock exchanges for their support, and looks forward to their continued support in the future.
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