Vedanta – HZL FY25 Annual General Meeting

Author: Viceroy Research Published on: August 25, 2025 Published in: Vedanta (NSE:VEDL)

August 25, 2025 – This report is directed at Hindustan Zinc Limited’s (HZL) minority shareholders, and Mr. Vivek Kumar Bajpai, Mr. Dinesh Mahur and Shri Ashish Chatterjee, the Government of India (GoI) appointed directors.

In Q1 FY26, Hindustan Zinc Limited (HZL) paid ₹1,060 crore ($121m) in Brand and Strategic Services (BSS) fees to Vedanta Limited (VEDL), which was then remitted to Vedanta Resources Limited (VRL). This represents a 61% increase over the previous year, occurring during a quarter when:

Revenue fell 14.5%
EBITDA fell 19.9%
EPS collapsed 25.6%

This represents a total dereliction of duty by Mr. Vivek Kumar Bajpai, Shri Ashish Chatterjee, and Mr. Dinesh Mahur, all of whom have failed to scrutinize or challenge this pillaging of the Company’s resources.

At NALCO, Bajpai oversees record profits and transparent expansion; at HZL, he presides over a ₹1,060 crore diversion without shareholder approval. Chatterjee, who joined amidst corruption cleanups at SAIL and NMDC, now fails to object to the very governance failures he was appointed to prevent.

Annexed to this report is a legal opinion confirming that the brand fee payments made by HZL to Vedanta Limited violate multiple provisions of SEBI regulations and the Companies Act, including mandatory shareholder approval requirements for material related party transactions.

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