Vedanta : Intimation for Public Announcement of VEDL Delisting

VEDL/Sec./SE/20-21/102	September 29, 2020
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza
Dalal Street, Fort	Bandra-Kurla Complex, Bandra (East),
Mumbai - 400 001	Mumbai - 400 051
Scrip Code: 500295	Scrip Code: VEDL

Sub: Update regarding proposed voluntarily delisting of the equity shares of Vedanta Limited ("Company") in accordance with the provisions under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended ("Delisting Regulations").

Dear Sir/Madam,

In connection with the aforesaid delisting offer, this is to inform you that BSE Limited and National Stock Exchange of India Limited have issued their in-principle approval for the delisting offer pursuant to their letters each dated September 28, 2020.

Vedanta Resources Limited and its wholly owned indirect subsidiaries namely, Vedanta Holdings Mauritius Limited and Vedanta Holdings Mauritius II Limited, have issued a public announcement with regard to the delisting offer on September 29, 2020, in accordance with Regulation 10(1) of the Delisting Regulations in the following newspapers:

Newspaper	Language	Editions
Financial Express	English	All editions
Jansatta	Hindi	All editions
Navshakti	Marathi	Mumbai
The Free Press Journal	English	Mumbai

Please find enclosed a copy of the public announcement for your reference and records. Request you to disseminate the said information on your website.

The public announcement is also being made available on the website of the Company i.e., www.vedantalimited.com.

Thanking you,

Yours sincerely

For Vedanta Limited

Prerna Halwasiya

Company Secretary & Compliance Officer

Enclosed: As above

WWW.FINANCIALEXPRESS.COM

TUESDAY, SEPTEMBER 29, 2020

FINANCIAL EXPRESS

15

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS OF

VEDANTA LIMITED

CIN: L13209MH1965PLC291394

Registered Office: 1st Floor, 'C' Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai - 400 093

Company Secretary & Compliance Officer: Ms. Prerna Halwasiya

Tel. no.: [phone]; Fax no.: [phone]

Website: www.vedantalimited.com; Email ID: [e-mail]

This public announcement ("Public Announcement") is being issued by certain members of the promoter and promoter group of Vedanta Limited ("Company"), namely, Vedanta Resources Limited ("VRL") and its wholly owned step down subsidiaries namely, Vedanta Holdings Mauritius Limited ("VHML") and Vedanta Holdings Mauritius II Limited ("VHML II") (collectively, to be referred as "Acquirers"), to the public shareholders (as de�ned under Regulation 2(1)(v) of the Delisting Regulations (as de�ned below) and hereinafter referred to as "Public Shareholders") of the Company, in regard to the proposed acquisition of fully paid-up equity shares having face value of INR 1/- (Indian Rupee One only) each ("Equity Shares") held by the Public Shareholders, and consequent voluntary delisting of the Equity Shares from the stock exchanges where they are listed namely, BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively to be referred as the "Stock Exchanges"), in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended ("Delisting Regulations") and in accordance with the terms and conditions set out below and / or in the Letter of O�er (as de�ned in paragraph 16.6 of this Public Announcement) (hereinafter referred to as the "Delisting O�er" or the "O�er"). The Equity Shares are also currently 'permitted to trade' on the Metropolitan Stock Exchange of India Limited ("MSE"). Pursuant to the successful Delisting O�er, the 'permitted to trade' status given to Equity Shares by the MSE shall stand withdrawn. If the Delisting O�er is successful, the VRL/ Company intends to delist the American Depositary Share(s) ("ADS") issued by the Company from New York Stock Exchange ("NYSE") and terminate its ADR programme and the ADR Deposit Agreement (de�ned below). The Company will continue to be subject to reporting obligations under the U.S. Securities Exchange Act of 1934 (the "Exchange Act") until such time as it can terminate its registration under the Exchange Act. For further details, see paragraphs 20 and 21 of this Public Announcement.

1. BACKGROUND OF THE DELISTING OFFER

1.1. As on the Speci�ed Date, 1,86,36,18,788 Equity Shares aggregating to

52.33% of the total issued and paid-up equity share capital of the Company,

excluding the ADS issued by the Company, are held by the members of the

promoter and promoter group of the Company ("Promoter Group"). As on

the Speci�ed Date, the Acquirers do not directly hold any Equity Shares.

As on the Speci�ed Date, the Public Shareholders (including the employee

bene�t trust) hold 1,69,73,90,047 Equity Shares aggregating to 47.67%

of the total issued and paid-up equity share capital of the Company,

excluding ADS issued by the Company.

1.2. In addition to the above, as on the Speci�ed Date, 3,91,24,009 ADS are

outstanding which have been issued by the Company against 15,64,96,036

number of underlying Equity Shares. The holders of such ADS would be

considered to be Public Shareholders to be able to participate in the

Delisting O�er in the event they chose to convert the ADS into Equity

Shares. In this regard, please note that if all the outstanding ADS (as on

the Speci�ed Date) are converted into Equity Shares, the: (a) members of

the Promoter Group will hold 1,86,36,18,788 Equity Shares aggregating

to 50.13% of the total issued and paid-up equity share capital of the

Company; and (b) the Public Shareholders will hold 1,85,38,86,083 Equity

Shares aggregating to 49.87% of the total issued and paid-up equity share

capital of the Company.

1.3. The Acquirers are making this Public Announcement to acquire all Equity

Shares that are held by the Public Shareholders ("O�er Shares"). If the

Delisting O�er is successful in accordance with the terms set out in

paragraph 14 of this Public Announcement, an application will be made

to delist the Equity Shares from the Stock Exchanges pursuant to and in

accordance with the Delisting Regulations and on the terms set out in this

Public Announcement, the Letter of O�er and any other Delisting O�er

related documents. Consequently, the Equity Shares shall be voluntarily

delisted from the Stock Exchanges and the 'permitted to trade' status

given to Equity Shares by the MSE shall stand withdrawn.

1.4. VRL, pursuant to its letter dated May 12, 2020 ("Delisting Letter"),

expressed its intention to the board of directors of the Company

("Board") to acquire the O�er Shares and consequently voluntarily delist

the Equity Shares from the Stock Exchanges by making a Delisting

O�er in accordance with the Delisting Regulations and if such delisting

is successful, then to also delist the ADS from NYSE and deregister the

Company from the Securities and Exchange Commission ("SEC"), subject

to the requirements of the NYSE and the SEC. Further, VRL, inter alia,

requested the Board to: (a) take all such other actions as may be required

to be undertaken by the Company under the Delisting Regulations

in order to give e�ect to the Delisting O�er, including appointment of

a merchant banker to undertake due diligence, provide all relevant

information necessary for the due diligence, make relevant applications

to Stock Exchanges and/ or to any other regulatory authorities, as may be

required in connection to the Delisting Proposal; (b) consider and approve

the Delisting O�er under Regulation 8 of the Delisting Regulations; and

(c) take necessary steps to: (i) seek approval of the shareholders of the

Company through postal ballot; (ii) seek approval of the Stock Exchanges

for the proposed delisting of the Equity Shares in accordance with the

Delisting Regulations; and (iii) obtain consent/ waivers from the lenders

in connection with the proposed delisting of the Equity shares, as may

be required. The receipt of the Delisting Letter was intimated by the

Company to the Stock Exchanges on May 12, 2020 ("Stock Exchanges

Noti�cation Date").

1.5. Pursuant to the Delisting Letter, the Board appointed SBI Capital Markets

Limited, a merchant banker registered with the Securities and Exchange

Board of India ("SEBI"), to carry out due diligence in accordance with

Regulations 8(1A) and 8(1D) of the Delisting Regulations ("Merchant

Banker"). The appointment of the Merchant Banker was intimated by the

Company to the Stock Exchanges on May 13, 2020.

1.6. On May 12, 2020, the Company intimated the Stock Exchanges that a

meeting of the Board is scheduled to be held on May 18, 2020 in order to: (i)

take on record and review the due diligence report of the Merchant Banker

in terms of Regulations 8(1A)(ii) and 8(1E) of the Delisting Regulations

("Due Diligence Report"); (ii) approve/ reject the proposal of voluntary

delisting of the Equity Shares; and (iii) any other matters incidental thereto

or required in terms of the Delisting Regulations.

1.7. Further, in the Delisting Letter, after considering the prevailing market

conditions and with a view to provide the Public Shareholders with a fair

exit price, VRL informed the Company of its willingness to accept Equity

Shares tendered by the Public Shareholders in the Delisting O�er at

a price of INR 87.50 (Indian Rupees Eighty Seven and Fifty Paise only)

per Equity Share ("Indicative O�er Price"). VRL further informed the

Company that the Indicative O�er Price should in no way be construed

either as an obligation/ restriction on VRL and/ or its subsidiaries to accept

the Equity Shares tendered in the Delisting O�er at a price lower than,

equal to or higher than the Indicative O�er Price or as a restriction on the

2. NECESSITY AND OBJECTIVE OF THE DELISTING OFFER

2.1 In the Delisting Letter, VRL speci�ed the following as the rationale for the Delisting O�er:

1. The Vedanta Group (the "Group") has been pursuing a process of corporate simpli�cation for several years, including the merger of Sterlite with Sesa Goa to form Sesa-Sterlite (subsequently renamed Vedanta Limited) in 2012, the merger of Cairn India with the Company in 2016, and the delisting of Vedanta Resources Plc (subsequently renamed Vedanta Resources Ltd) in 2018.
2. The Group believes that a delisting of the Company is the next logical step in this simpli�cation process and will provide the Group with enhanced operational and �nancial �exibility in a capital intensive business. Vedanta Group maintains its strategic priority of attaining leadership in diversi�ed natural resources, underpinned by growth, while maintaining a �exible capital structure.
3. The proposed delisting o�er will provide public shareholders of the Company an opportunity to realize immediate and certain value for their shares at a time of elevated market volatility. The price will be determined in accordance with the reverse book building mechanism set out in the Delisting Regulations.
4. The proposed delisting will align the Group's capital and operational structures, streamline the process of servicing the Group's �nancing obligations and signi�cantly improve a range of important credit metrics. As a result, the transaction is expected to support an accelerated debt reduction program in the medium term and, in turn, support the Group's highly attractive longer-term growth pipeline.

• BACKGROUND OF THE ACQUIRERS

3.1 Vedanta Resources Limited

1. VRL was incorporated on April 22, 2003, as a private limited company under the laws of United Kingdom (company registration number 4740415). It was incorporated in the name of Angelchange Limited. Subsequently, its name was changed to Vedanta Resources Limited on June 26, 2003. VRL was re-registered as a public limited company pursuant to which its name was changed to Vedanta Resources Plc with e�ect from November 20, 2003. The ordinary shares of VRL got listed on the London Stock Exchange on December 5, 2003. Thereafter, on October 01, 2018, the ordinary shares of VRL were delisted from London Stock Exchange pursuant to the successful completion of the delisting o�er made by Volcan Investments Limited, the holding company of VRL. On October 29, 2018, VRL was re- registered as a private limited company pursuant to which its name was changed to Vedanta Resources Limited. VRL's registered o�ce is located at 8th Floor, 20 Farringdon Street, London, EC4A 4AB and its corporate o�ce is located at 4th Floor 30 Berkeley Square, London, W1J 6EX.
2. VRL is a globally diversi�ed natural resources company and is engaged in production of aluminium, copper, zinc, lead, silver, iron ore, oil and gas and commercial energy. VRL has operations in India, Zambia, Namibia and South Africa.
3. Mr. Anil Agarwal, Mr. Navin Agarwal, Mr. Geo�rey Green, Mr. Deepak Parekh, Mr. Ravi Rajagopal and Mr. Edward Story are the directors of the VRL. As on date of this Public Announcement, the issued and paid-up share capital of VRL is USD 28,524,669.8 (United States Dollar Twenty Eight Million Five Hundred Twenty Four Thousand Six Hundred Sixty Nine point Eight only) comprising of 285,246,698 fully paid- up ordinary shares of USD 0.1 (United States Dollar Zero point One only) each. VRL is a subsidiary of Volcan Investments Limited.
4. The shareholding pattern of VRL as on date of this Public Announcement is set out below:

Sr.	Name of the shareholders	No. of	% of
No.		shares held	share-
			holding
1	Volcan Investments Limited	18,74,88,092	65.7%
2	Volcan Investments Cyprus	9,77,58,606	34.3%
	Limited (a wholly owned
	subsidiary of Volcan Invest-
	ments Limited)
	Total	28,52,46,698	100.0%

3.1.5 The key �nancial information of VRL, based on its audited consolidated �nancial statements for �nancial years ended on March 31, 2020, March 31, 2019 and March 31, 2018, is set out below:

and paid-up share capital of VHML is USD 1,000 (United States Dollars One Thousand only) comprising of 1,000 ordinary shares of USD 1 (United States Dollar One only) each. VHML is a wholly owned subsidiary of Vedanta Holdings Jersey Limited, which in turn is a wholly owned subsidiary of VRL.

3.2.4 The shareholding pattern of VHML as on date of this Public Announcement is set out below:

Sr.	Name of the shareholders	No. of	% of
No.		shares	share-
		held	holding
1	Vedanta Holdings Jersey Limited	1,000	100
	Total	1,000	100

1. VHML was incorporated on June 29, 2020, therefore no �nancial statements have been prepared by it.
2. As on date of this Public Announcement, VHML does not hold any Equity Shares.

3.3 Vedanta Holdings Mauritius II Limited

1. VHML II was incorporated on June 29, 2020 as a private limited company under the laws of Mauritius (company registration number 172884 GBC). The registered address of VHML II is situated at C/o Amicorp (Mauritius) Limited, 6th Floor, Tower 1, Nexteracom Building, Ebene, Mauritius.
2. The principal activity of VHML II is to carry on the business of holding investments.
3. Mr. Rajiv Mangar and Mr. Shakill Ahmad Toorabally are the directors of VHML. As on date of this Public Announcement, the issued and paid- up share capital of VHML II is USD 1,000 (United States Dollars One Thousand only) comprising of 1,000 ordinary shares of USD 1 (United States Dollar One only) each. VHML II is a wholly owned subsidiary of Vedanta Holdings Jersey Limited, which in turn is a wholly owned subsidiary of VRL.
4. The shareholding pattern of VHML II as on date of this Public Announcement is set out below:

Sr.	Name of the shareholders	No. of	% of
No.		shares	share-
		held	holding
1	Vedanta Holdings Jersey Limited	1,000	100
	Total	1,000	100

1. VHML II was incorporated on June 29, 2020, therefore no �nancial statements have been prepared by it.
2. As on date of this Public Announcement, VHML II does not hold any Equity Shares.

1. Neither the Acquirers nor any member of the Promoter Group has sold any Equity Shares during the 6 months preceding the date of the meeting of the Board i.e., May 18, 2020, wherein the Delisting O�er was approved. Further, neither the Acquirers nor any member of the Promoter Group shall sell the Equity Shares until the earlier of: (i) completion of the Delisting O�er in accordance with the Delisting Regulations; or (ii) failure of the Delisting O�er in accordance with the Delisting Regulations.
2. The members of the Promoter Group are not prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992 or any other regulations made under the SEBI Act, 1992.
3. The Acquirers hereby invite all the Public Shareholders to bid in accordance with the reverse book building process of BSE and on the terms and subject to the conditions set out herein, and/ or in the Letter of O�er (as de�ned below), the O�er Shares.
4. The Acquirers have, as detailed in paragraph 22 of this Public Announcement, made available all the requisite funds necessary to ful�l the obligations of the Acquirers under the Delisting O�er.

• BACKGROUND OF THE COMPANY

4.1 The Company was incorporated on June 25, 1965 as a private limited company under the laws of India as Sesa Goa Private Limited. The Company was converted into a public limited company pursuant to which its name was changed to Sesa Goa Limited with e�ect from April 16, 1981. Subsequently, the name of the Company was changed to Sesa Sterlite Limited on September 18, 2013 and further the name of the

4.4 As on date of this Public Announcement, the members of the Board are:

Name and DIN	Designation as on	Date of	No. of
	the date of this Pub-	Appoint-	Equity
	lic Announcement	ment	Shares
			Held
Mr. Anil Agarwal	Non-Executive	April 1,	Nil
DIN: 00010883	Director, Chairperson	2020
Mr. Navin Agarwal	Executive Director,	August	Nil
DIN: 00006303	Vice Chairperson	17, 2013
Mr. K.	Non-Executive	April 1,	Nil
Venkataramanan	Independent Director	2017
DIN: 00001647
Ms. Lalita D. Gupte	Non-Executive	March 29,	Nil
DIN: 00043559	Independent Director	2014
Mr. MK Sharma	Non-Executive	June 1,	Nil
DIN: 00327684	Independent Director	2019
Mr. UK Sinha	Non-Executive	March 13,	Nil
DIN: 00010336	Independent Director	2018
Ms. Priya Agarwal	Non-Executive	May 17,	Nil
DIN: 05162177	Director	2017
Mr. GR Arun Kumar	Whole-Time Director	November	8,000
DIN: 01874769	& Chief Financial	22, 2016
	O�cer

4.5 A brief summary of the �nancial performance of the Company, based on its audited consolidated �nancial statements of the Company for the �nancial years ended on March 31, 2020, March 31, 2019 and March 31, 2018, are set out as below:

(Amount in INR crore except per share data)

Particulars	Financial	Financial	Financial
	year	year	year ended
	ended	ended	March 31,
	March 31,	March 31,	2018
	2020	2019
Equity capital	372	372	372
Reserves & surplus	54,263	61,925	62,940
Minority interest	17,112	15,227	15,961
Total equity	71,747	77,524	79,273
Non-current borrowings	36,724	34,721	26,789
Other non- current Liabilities	11,829	13,157	11,276
Current borrowings	13,076	22,982	21,951
Other current Liabilities	50,246	53,659	45,296
Total equity and liabilities	183,622	202,043	184,585
Fixed Assets (including Capital	107,489	121,356	112,334
Work in Progress)1
Other non-current assets	18,613	20,859	17,137
Cash and cash equivalents2	12,502	8,369	5,216
Other current assets	45,018	51,459	49,898
Total assets	183,622	202,043	184,585
Revenue from operations	83,545	90,901	92,011
Other operating income	902	1,147	912

Public Shareholders to tender the Equity Shares at price higher than the
Indicative O�er Price. The Indicative O�er Price was intimated to Stock
Exchanges on May 12, 2020.
1.8. On May 18, 2020, the Company received a letter from VRL, providing the
details of the �oor price for the Delisting O�er, along with a certi�cate
issued by Price Waterhouse & Co LLP, certifying the �oor price for the
Delisting O�er to be INR 87.25/- (Indian Rupees Eighty Seven and Twenty
Five Paise only) ("Floor Price") determined in accordance with the
Delisting Regulations ("Floor Price Letter").
1.9. The Board, in its meeting held on May 18, 2020, inter-alia, took the
following decisions:
a) The	Due Diligence Report, as tabled before them, issued and
submitted by the Merchant Banker, was taken on record.
b) Based on the Due Diligence Report and information available with the
Company, Board, in accordance with Regulation 8(1B) of the Delisting
Regulations, certi�ed that:
i.	The Company is in compliance with the applicable provisions of
	securities laws;
ii.	The members of the Promoter Group or their related entities are in
	compliance with Regulation 4(5) of the Delisting Regulations; and
iii. The Delisting O�er is in the interest of the shareholders of the
	Company.

1. In accordance with Regulation 8(1)(a) of the Delisting Regulations, the Board has approved the Delisting O�er, after having discussed and considered various factors including the Due Diligence Report.
2. The Board granted its approval to the Company to seek shareholders' approval by way of special resolution through postal ballot and e-voting, and thereby approved the draft of the postal ballot notice and the explanatory statement thereto. The Company was authorized to: (i) dispatch the said postal ballot notice and the explanatory statement to the shareholders in accordance with applicable laws; and (ii) obtain approval of the Stock Exchanges in accordance with the provisions under the Delisting Regulations and/ or any other regulatory/ government authority in India and/ or abroad (including the SEC and NYSE), as may be required, in relation to the Delisting O�er.
3. Mr. Upendra C Shukla, Practicing Company Secretary (FCS No. 2727, CP No. 1654), was appointed as the scrutinizer in terms of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, to conduct the process of the postal

ballot in a fair and transparent manner.

The outcome of the meeting of the Board was intimated by the Company to the Stock Exchanges on the same day, i.e., May 18, 2020.

1. The dispatch of the notice of postal ballot dated May 18, 2020 for seeking the approval of the shareholders, through postal ballot and remote e-voting for the Delisting O�er, as required under the Delisting Regulations and the Companies Act, 2013 and the rules made thereunder read with General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate A�airs, was completed on May 25, 2020.
2. The shareholders of the Company approved the Delisting O�er by way of a special resolution in accordance with the Delisting Regulations on June 24, 2020 i.e., the last date speci�ed for remote e-voting. The results of the postal ballot were announced on June 25, 2020 and the same were intimated to the Stock Exchanges. As part of the said resolution, the votes cast by the Public Shareholders in favour of the Delisting O�er are 99,69,13,034 votes which is more than two times the number of votes cast by the Public Shareholders against it i.e., 18,59,11,313 votes.
3. BSE and NSE have issued their in-principle approvals to the Delisting O�er subject to compliance with the Delisting Regulations, pursuant to their letters, each dated September 28, 2020, in accordance with Regulation 8(3) of the Delisting Regulations.
4. This Public Announcement is being issued in the following newspapers as required under Regulation 10(1) of the Delisting Regulations:

Newspaper	Language	Editions
Financial Express	English	All editions
Jansatta	Hindi	All editions
Navshakti	Marathi	Mumbai
The Free Press Journal	English	Mumbai

1. Any changes, modi�cations or amendments to this Public Announcement, if any, will be noti�ed by way of issuing corrigendum in all the aforesaid newspapers.
2. The Delisting O�er is subject to the acceptance of the Discovered Price (de�ned below in paragraph 13.3 of this Public Announcement), determined in accordance with the Delisting Regulations, by the Acquirers. The Acquirers may also, at their discretion, propose: (a) a price higher than the Discovered Price for the purposes of the Delisting O�er; or (b) a price which is lower than the Discovered Price but not less than the book value of the Company as certi�ed by the merchant banker, in terms of Regulation 16(1A) of the Delisting Regulations ("Counter O�er Price"). Any Discovered Price that is accepted by the Acquirers for the Delisting O�er, a higher price that is o�ered by the Acquirers for the Delisting O�er at their discretion, or a Counter O�er Price pursuant to acceptance of the Counter O�er Price by the Public Shareholders, that results in shareholding of the Promoter Group reaching 90% of the total issued and paid-up equity share capital of the Company, excluding the Equity Shares which are then held by a custodian and against which ADS have been issued, shall hereinafter be referred to as the "Exit Price".

	(Amount in USD million and INR crores except per share data and percentages shown)
Particulars	Financial year ended	Financial year ended	Financial year ended
	March 31, 2020	March 31, 20193	March 31, 20184
	USD (mm)	INR (cr.)	USD (mm)	INR (cr.)	USD (mm)	INR (cr.)
Equity Capital	29	213	29	213	30	221
Reserves	(3,292)	(24,227)	(957)	(7,042)	(360)	(2,649)
Minority Interests	5,536	40,742	6,181	45,489	6,870	50,560
Total Equity	2,273	16,728	5,253	38,660	6,540	48,132
Non-current borrowings	4,909	36,128	10,524	77,451	9,734	71,637
Other non- current Liabilities	1,013	7,455	1,488	10,951	1,310	9,641
Current borrowings	10,186	74,964	5,456	40,153	5,460	40,183
Other current Liabilities	5,805	42,722	7,060	51,958	6,194	45,585
Total equity and liabilities	24,186	177,997	29,781	219,173	29,238	215,178
Fixed Assets (including Capital Work in	13,357	98,301	17,909	131,801	17,919	131,875
Progress)1
Other non-current assets	3,028	22,285	2,999	22,071	2,122	15,617
Cash and cash equivalents	705	5,188	1,133	8,338	798	5,873
Other Current Assets	7,096	52,223	7,740	56,963	8,399	61,813
Total Assets	24,186	177,997	29,781	219,173	29,238	215,178
Revenue	11,790	86,769	13,006	95,718	15,294	112,556
Other operating income	142	1,045	225	1,656	154	1,133
Total operating income	11,932	87,814	13,231	97,374	15,448	113,689
Total expenses	13,278	97,720	11,863	87,306	12,960	95,379
(Loss)/ Pro�t before tax	(1,346)	(9,906)	1,368	10,068	2,488	18,310
Net tax (credit)/expense	(370)	(2,723)	611	4,497	1,013	7,455
(Loss)/ Pro�t after tax from continuing	(976)	(7,183)	757	5,571	1,475	10,855
operations
Loss after tax from discontinued	(771)	(5,674)	(333)	(2,451)	-	-
operations2
Net (loss)/ pro�t after tax	(1,747)	(12,857)	424	3,120	1,475	10,855
Attributable to equity holders of the parent	(1,568)	(11,540)	(237)	(1,745)	239	1,759
Attributable to non-controlling interests	(179)	(1,317)	661	4,865	1,236	9,096

Since the �nancial statements of VRL are prepared in USD (the functional currency of VRL), they have been converted into INR for the purpose of convenience of translation. USD to INR conversion has been assumed at a rate of USD 1 = INR 73.6 as on August 31, 2020 (www.fbil.com). No representation is made that the US Dollar amounts represent INR amounts or have been, could have been or could be converted into INR at such a rate or any other rate.

Note: Refer Note 2(b) of Annual �nancial statements for year ended March 31, 2019 and note 2(b) & 3(b) of preliminary results for year ended March 31, 2020 and March 31, 2019 respectively for details of new standards implemented and impact thereon.

• Fixed assets includes property, plant & equipment, intangible assets, exploration & evaluation assets, goodwill and leasehold land.

• Loss after tax from discontinued operations represents loss with respect to KCM (Konkola Copper Mines) operations along with the loss on fair valuation of the Group's interest in KCM.
  3 Restated. Refer note 1(b) of preliminary results for the year ended March 31, 2020.
  4 Financial information for �nancial year ended March 31, 2018 present KCM as consolidated subsidiary. Accordingly, �nancial information for year ended March 31, 2018 is not comparable.
  Source: The �nancial information for �nancial years ended on March 31, 2020 and March 31, 2019 have been extracted from VRL's �nancial statements for �nancial years ended on March 31, 2020 and �nancial information for �nancial year ended on March 31, 2018 has been extracted from the comparative �nancial information included in VRL's �nancial statements for �nancial year ended on March 31, 2019. VRL's annual �nancial statements have been prepared and presented in accordance with international �nancial reporting standards as adopted by the European Union.

3.1.6	As on date of this Public Announcement, VRL does not directly hold any		Company was changed to its present name i.e., Vedanta Limited with
	Equity Shares.		e�ect from April 21, 2015.
		4.2	The Company's registered o�ce	is located at 1st Floor, 'C' Wing,
3.2	Vedanta Holdings Mauritius Limited		Unit	103, Corporate Avenue,	Atul	Projects, Chakala,	Andheri
3.2.1	VHML was incorporated on June 29, 2020 as a private limited company		(East),	Mumbai - 400 093;	Tel. no.: [phone]	4500;
	under the laws of Mauritius (company registration number 172883 GBC).		Fax no.: [phone]; E-mail: [e-mail] and
	The registered address of VHML is situated at C/o Amicorp (Mauritius)		website: www.vedantalimited.com. The	corporate identity	number
	Limited, 6th Floor, Tower 1, NexTeracom Building, Ebene, Mauritius.		("CIN") of the Company is: L13209MH1965PLC291394.
3.2.2	The principal activity of VHML is to carry on the business of holding	4.3	The Company is a globally diversi�ed natural resources company
	investments.		engaged in the business of producing oil and gas, zinc, lead, silver,
3.2.3	Mr. Shakill Ahmad Toorabally and Mr. Ashwanee Ramsurrun are the		copper, iron ore, steel, aluminium and power across India, South Africa,
	directors of VHML. As on date of this Public Announcement, the issued		Namibia and Australia.

Other Income	2,510	4,018	3,205
Total Income	86,957	96,066	96,128
Total Expenses	77,830	82,826	79,456
Pro�t before tax	9,127	13,240	16,672
Net exceptional (loss)/ gain	(17,386)	320	2,897
(Loss)/ Pro�t before tax after	(8,259)	13,560	19,569
exceptional items
Net tax (credit) / expense	(3,516)	3,862	5,877
(Loss)/ Pro�t after tax	(4,743)	9,698	13,692
Share of (Loss)/ Pro�t of Jointly	(1)	0	0
Controlled entities
(Loss)/ Pro�t after tax after	(4,744)	9,698	13,692
Share of (loss)/ pro�t of Jointly
Controlled entities
Attributable to equity holders of	(6,664)	7,065	10,342
the parent
Attributable to non-controlling	1,920	2,633	3,350
interests
Basic EPS (INR per share)3	(18.0)	19.1	28.3
Diluted EPS (INR per share)3	(18.0)	19.0	28.2

Note: Refer Note 3(b) of Annual �nancial statements for the year ended March 31, 2020 and March 31, 2019 respectively, for details of new standards implemented and impact thereon.

• Fixed Assets (including Capital Work in Progress) also includes Intangible assets and Exploration intangible assets under development
  2 Cash and cash equivalent includes other bank balances
  3 Basic EPS is calculated by dividing the pro�t or loss attributable to equity shareholders of the Company by the weighted average number of Equity Shares outstanding during the year. Diluted EPS is determined by adjusting the pro�t or loss attributable to equity shareholders and the weighted average number of Equity Shares outstanding for the e�ects of all dilutive potential equity shares, unless the e�ect is anti-dilutive.
  Source: The �nancial information for the �nancial years ended March 31, 2020 and March 31, 2019 have been extracted from the Company's audited consolidated �nancial statements for �nancial years ended on March 31, 2020 and �nancial information for �nancial year ended on March 31, 2018 have been extracted from the comparative �nancial information included in the Company's audited consolidated �nancial statements for �nancial year ended on March 31, 2019. The Company's �nancial statements have been prepared in accordance with the Indian Accounting Standards.

4.6 The book value for the Company, for �nancial year ended on March 31, 2020, is INR 89.38 (Indian Rupees Eighty Nine and Thirty Eight Paise only) per Equity Share, as extracted from the audited consolidated �nancial statements of the Company. The book value has been arrived at by dividing net worth of the Company (as per Section 2(57) of the Companies Act, 2013) by total number of outstanding Equity Shares as of March 31, 2020. The computation of the book value of the Company has been certi�ed independently by Shailesh Haribhakti & Associates, chartered accountants, vide certi�cate dated September 02, 2020.

• PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY

1. As on date of this Public Announcement, the authorized share capital of the Company is INR 74,12,01,00,000 (Indian Rupees Seventy Thousand Four Hundred Twelve Crore and One Lakh only) divided into 44,02,01,00,000 Equity Shares of INR 1 (Indian Rupee One only) each and 3,01,00,00,000 preference shares of INR 10/- (Indian Rupees Ten only) each. The total issued and paid-up share capital of the Company is INR 3,71,75,04,871 (Indian Rupees Three Hundred Seventy One Crore Seventy Five Lakh Four Thousand Eight Hundred Seventy One only) comprising of 3,71,75,04,871 Equity Shares of INR 1 (Indian Rupee One only) each. Out of the 3,71,75,04,871 Equity Shares, 3,08,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance since they are sub judice.
2. The Company has issued ADS which are listed on NYSE and the underlying Equity Shares, based on which such ADS have been issued, are held by Citibank N.A. as the custodian. As on the Speci�ed Date, 3,91,24,009 ADS are outstanding which can be converted into 15,64,96,036 Equity Shares. If any of the outstanding ADS are converted into Equity Shares after the Speci�ed Date until the Bid Closing Date, there may be a decrease in the equity shareholding percentage of the members of the Promoter Group and an increase in the equity shareholding percentage of the Public Shareholders as speci�ed in paragraph 1.2 above. Depending upon the conversion of the ADS into Equity Shares, the O�er Shares may stand increased or decreased, as the case may be.
3. As on date of this Public Announcement, there are no outstanding instruments in the nature of warrants or fully convertible debentures or partly convertible debentures/ preference shares etc., which are convertible into Equity Shares at any later date. Also, Equity Shares held by the members of the Promoter Group are not subject to any statutory lock-in. As on date of this Public Announcement, the Acquirers do not

Pune

TUESDAY, SEPTEMBER 29, 2020

WWW.FINANCIALEXPRESS.COM

16	FINANCIAL EXPRESS

directly hold any Equity Shares. The Company also does not have any partly paid-up shares outstanding. Neither the Acquirers nor the members of the Promoter Group are participating in the Delisting O�er and will not tender their Equity Shares in the reverse book building process as part of the Delisting O�er.

5.4 The total issued and paid-up capital structure of the Company as on the Speci�ed Date, is as follows:

Paid-up Equity Shares	No. of Equity	% of Share
			Shares/ Voting	Capital /
			Rights	Voting Rights
Fully paid-up Equity Shares	3,56,10,08,835	95.79
(excluding	the	underlying
Equity Shares based on which
ADS have been issued)
Fully paid-up Equity Shares	3,71,75,04,871	100.00
(including	the	underlying
Equity Shares based on which
ADS have been issued)
Partly paid-up Equity Shares	0	0
Total paid-up Equity Shares	3,56,10,08,835	95.79
(excluding	the	underlying
Equity Shares based on which
ADS have been issued)
Total paid-up Equity Shares	3,71,75,048,71*	100.00
(including	the	underlying
Equity Shares based on which
ADS have been issued)
Total voting rights in Target	3,71,71,96,639*	99.99
Company (including the voting
rights relating to	underlying

Equity Shares based on which the ADS have been issued)

• REGISTRAR TO THE DELISTING OFFER

9.1 The Acquirers have appointed KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited) having its registered o�ce at Selenium Building, Tower B, Plot No. 31 & 32,

Gachibowli, Financial District Nanakramguda, Serilingampally, Hyderabad, Rangareddi - 500032, Telangana, as "Registrar to the O�er". Tel. no.: [phone]/ 1-800-34-54001; Fax no.: [phone]; Email: vedanta.delisting@k�ntech.com; and Contact person: Mr. Murali Krishna.

10 DETAILS OF THE BUYER BROKER

10.1 VHML and VHML II have appointed DAM Capital Advisors Limited having its registered o�ce at One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, as "Buyer Broker". Tel. no.: 91-22- 4202 2584; Fax no.: 91-22-4202 2504; Email: [e-mail] and Contact person: Mr. Rajesh Tekadiwala.

11 STOCK EXCHANGE DATA REGARDING THE COMPANY

1. The Equity Shares are frequently traded on NSE as per the de�nition of "frequently traded" under Regulation 2(1)(j) of the Takeover Regulations.
2. The high, low and average market prices in the preceding 3 �nancial years and the monthly high and low market prices for the 6 months preceding the date of this Public Announcement and the corresponding volumes, on NSE (stock exchange where the Company's Equity Shares are most frequently traded) are as follows:

Preceding 3 �nancial years

Period	High(1)	Low(1)	Average
	(INR)	(INR)	Price(1) (INR)

April 1, 2017 - March 31, 2018	355.7	217.8	292.8
April 1, 2018 - March 31, 2019	313.5	145.8	219.0
April 1, 2019 - March 31, 2020	195.1	60.2	148.6

12.3 The annualized trading turnover based on the trading volume of the Equity Shares on BSE and NSE during the period from May 2, 2019 to April 30, 2020 (i.e., 12 calendar months prior to the month of the Stock Exchanges Noti�cation Date) is as under:

Stock	Total shares	Total listed	Trading (as a
Ex-	traded	shares	percentage of
change			the total listed
			shares) (%)
BSE	3,92,55,21,328	3,71,71,96,639	105.6%
NSE	21,45,37,897	3,71,71,96,639	5.8%

Source: Certi�cate dated May 18, 2020 issued by Price Waterhouse

1. • Co LLP.
2. As mentioned in paragraph 11.1 of this Public Announcement, the Equity Shares are frequently traded in terms of Regulation 2(1)(j) of the Takeover Regulations.
3. As required under Regulation 15(2) of the Delisting Regulations, the �oor price of the Delisting O�er is required to be determined in terms of Regulation 8 of the Takeover Regulations, as may be applicable. As per the Explanation to Regulation 15(2) of the Delisting Regulations, the reference date for computing the �oor price would be the date on which the recognized stock exchanges were noti�ed of the board meeting in which the delisting proposal would be considered, i.e., May 12, 2020.
4. In terms of Regulation 8 of the Takeover Regulations, the �oor price shall be the higher of the following:

(a) the highest negotiated price per share of the	Not
target company for any acquisition under the	Applicable
agreement attracting the obligation to make a
public announcement of an open o�er.
(b) the volume-weighted average price paid	INR 64.89*
or payable for acquisitions, whether by
the acquirer or by any person acting in
concert with him, during the �fty-two weeks

Pursuant to Explanation I to Regulation 17(1)(b) of the Delisting Regulations, the Letter of O�er Delivery Requirement is deemed to have been complied with if: (a) the Acquirers or the Manager to the O�er dispatch the Letter of O�er to all the Public Shareholders by registered post or speed post through the India Post and is able to provide a detailed account regarding the status of delivery of the Letter of O�er (whether delivered or not) sent through India Post; (b) the Acquirers or the Manager to the O�er are / is unable to deliver the Letter of O�er to certain Public Shareholders by modes other than speed post or registered post of India Post, e�orts should have been made to dispatch the Letter of O�er to them by speed post or registered post of India Post and is able to provide a detailed account regarding the status of delivery of the Letter of O�er (whether delivered or not) sent through India Post;

1. The Acquirers will obtain requisite statutory approvals, if any, required for the delisting as stated in paragraph 24 of this Public Announcement; and
2. There being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by any regulatory/ statutory authority/ body or order from a court or competent authority which would in the sole opinion of the Acquirers, prejudice the Acquirers from proceeding with the Delisting O�er. Provided that withdrawal of the Delisting O�er on this count shall be subject to the receipt of regulatory approvals, if any, as may be required for the same.

15 ACQUISITION WINDOW FACILITY

15.1 Pursuant to the Delisting Regulations, the Acquirers are required to facilitate

tendering of the Equity Shares held by the Public Shareholders and the

settlement of the same, through the stock exchange mechanism provided

by SEBI. SEBI, vide its circular dated April 13, 2015 on 'Mechanism for

acquisition of shares through Stock Exchange pursuant to Tender-O�ers under

Takeovers, Buy Back and Delisting' and its circular dated December 9, 2016

on 'Streamlining the process for Acquisition of Shares pursuant to Tender-

O�ers made for Takeovers, Buyback and Delisting of Securities' (the "SEBI

Circulars") sets out the procedure for tendering and settlement of Equity

Shares through the Stock Exchanges (the "Stock Exchange Mechanism").

15.2 Further, the SEBI Circulars provide that the Stock Exchanges shall take

necessary steps and put in place the necessary infrastructure and systems

for implementation of the Stock Exchange Mechanism and to ensure

compliance with requirements of the SEBI Circulars. Pursuant to the

SEBI Circulars, the Stock Exchanges have issued guidelines detailing the

mechanism for acquisition of shares through Stock Exchanges.

*Note: The total issued and paid-up equity share capital of the Company
consists of 3,71,75,04,871 Equity Share out of which, 3,08,232 Equity	Source: www.nseindia.com.
Shares are pending for allotment and not listed on the Stock Exchanges	Notes: (1) High and low price for the period are based on intra-day
and hence, kept in abeyance since they are sub judice.		prices and average price is based on average of closing price. (2) The
5.5 The shareholding pattern of the Company as on Speci�ed Date is as	aforesaid �gures may be slightly di�erent than the actual �gures due
to rounding o�.
follows:
Particulars	No. of Equity Shares	% of Total Number of Shares
		As a % of	As a % of	As a % of
		(A+B)	(A+B+C)	(A+B+C+D)
Promoter and promoter group (A)	1,86,36,18,788	52.34%	50.14%	50.13%
Public Shareholders (B)
- Mutual funds	31,63,44,363	8.88%	8.51%	8.51%
- Alternative investment funds	14,85,154	0.04%	0.04%	0.04%
- Foreign portfolio investors	65,90,02,534	18.51%	17.73%	17.73%
- Financial institutions/ banks	20,98,39,041	5.89%	5.65%	5.64%
- Insurance companies	2,62,95,947	0.74%	0.71%	0.71%
- Quali�ed Institutional buyers	4,82,34,083	1.35%	1.30%	1.30%
- NBFCs registered with RBI	32,117	0.00%	0.00%	0.00%
- Individuals	26,91,62,210	7.56%	7.24%	7.24%
Others
- Body corporates	10,17,57,369	2.86%	2.74%	2.74%
- Shares held by Employee Trust	1,34,33,176	0.38%	0.36%	0.36%
- Any Other (incl. Foreign bodies, clearing	5,14,95,821	1.45%	1.39%	1.39%
members, NRI, HUF, Foreign nationals, overseas
corporate bodies, Trusts, IEPF)
Total (A+B)	3,56,07,00,603	100.00%	95.79%	95.78%
Equity Shares held by custodian against which	15,64,96,036	-	4.21%	4.21%
ADS have been issued (C )
Total ((A) + (B) + (C))	3,71,71,96,639	-	100.00%	99.99%
Shares held in Abeyance category (D)	3,08,232	-	-	0.01%
Total [(A)+(B)+(C)+(D)]	3,71,75,04,871*	-	-	100%

• The total issued and paid-up equity share capital of the Company consists of 371,75,04,871 Equity Share out of which, 308,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance since they are sub judice.

	immediately preceding the date of the public
	announcement.
(c)	the highest price paid or payable for any	INR 64.89*
	acquisition, whether by the acquirer or by any
	person acting in concert with him, during the
	twenty six weeks immediately preceding the
	date of the public announcement.
(d)	the volume-weighted average market price	INR 87.25*
	of such shares for a period of sixty trading
	days immediately preceding the date of the
	public announcement as traded on the stock
	exchange where the maximum volume of
	trading in the shares of the target company
	are recorded during such period, provided
	such shares are frequently traded.
(e)	where the shares are not frequently traded,	Not
	the price determined by the acquirer and the	Applicable
	manager to the open o�er taking into account
	valuation parameters including, book value,
	comparable trading multiples, and such other
	parameters as are customary for valuation of
	shares of such companies.
(f)	the per share value computed under sub-	Not
	regulation (5), if applicable.	Applicable

• Based on certi�cate dated May 18, 2020 issued by Price Waterhouse & Co LLP.

12.7 The Company, on May 18, 2020, received the Floor Price Letter from VRL, providing the details of the Floor Price along with a certi�cate issued by Price Waterhouse & Co LLP, certifying the Floor Price for the Delisting O�er to be INR 87.25/- (Indian Rupees Eighty Seven and Twenty Five Paise only) per Equity Share determined in accordance with the Delisting Regulations. The Floor Price was noti�ed to the Stock Exchanges as part of the outcome of the meeting of the Board held on May 18, 2020.

13 DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE

13.1	The Acquirers propose to acquire the O�er Shares pursuant to the reverse
	book building process through the Acquisition Window Facility or OTB,
	conducted in accordance with the terms of the Delisting Regulations and
	the SEBI Circulars (de�ned below).
13.2	All Public Shareholders can tender their O�er Shares during the Bid Period
	as set out in paragraphs 16 and 23 of this Public Announcement.
13.3	The minimum price per O�er Share payable by the Acquirers pursuant to
	the Delisting O�er, shall be determined in accordance with the Delisting
	Regulations and will be the price at which the shareholding of the members of
	the Promoter Group reaches 90% of the total issued and paid-up equity share
	capital of the Company, excluding the Equity Shares which are then held by a
	custodian and against which ADS have been issued, pursuant to the reverse
	book building process speci�ed in Schedule II of the Delisting Regulations,
	which shall not be lower than the Floor Price ("Discovered Price").
13.4	The Acquirers indicated their willingness to accept Equity Shares tendered
	by the Public Shareholders in the Delisting O�er at a price of INR 87.50
	(Indian Rupees Eighty Seven and Fifty Paise only) per Equity Share, i.e., the
	Indicative O�er Price. Indicative O�er Price should in no way be construed

15.3	The Acquirers have chosen Acquisition Window Facility or OTB provided
	by BSE as the designated stock exchange.
15.4	The cumulative quantity tendered shall be displayed on the website of BSE
	at speci�c intervals during Bid Period (as de�ned below).

16 DATES OF OPENING AND CLOSING OF BID PERIOD

1. All the Public Shareholders holding Equity Shares are eligible to participate in the reverse book building process by tendering, the whole or part of the Equity Shares held by them through the Acquisition Window Facility or OTB at or above the Floor Price. Any holder of the ADS will not be entitled to participate in the reverse book building process unless it converts ADS into Equity Shares.
2. The period during which the Public Shareholders may tender their Equity Shares pursuant to the reverse book building process (the "Bid Period") shall commence on October 05, 2020 (the "Bid Opening Date") and close on October 09, 2020 (the "Bid Closing Date"). During the Bid Period, Bids will be placed in the Acquisition Window Facility by the Public Shareholders through their respective stock brokers registered with BSE during normal trading hours of secondary market on or before the Bid Closing Date. Any change to the Bid Period will be noti�ed by way of a corrigendum/ addendum in the newspapers where this Public Announcement is published.
3. The Public Shareholders should note that the Bids (as de�ned below) are required to be uploaded in the Acquisition Window Facility or OTB on or before the Bid Closing Date for being eligible for participation in the Delisting O�er. Bids not uploaded in the Acquisition Window Facility or OTB will not be considered for delisting purposes and will be rejected.
4. The Public Shareholders should submit their Bids through their respective stock brokers who are registered with BSE ("Seller Member"). Thus, Public Shareholders should not send Bids to Company/ Acquirers/ Manager to the O�er/ Registrar to the O�er.
5. Bids received after close of trading hours on the Bid Closing Date may not be considered for the purpose of determining the Discovered Price payable for the Equity Shares by the Acquirers pursuant to the reverse book building process.
6. A letter inviting the Public Shareholders (along with necessary forms and detailed instructions) to tender their Equity Shares by way of submission of "Bids" (the "Letter of O�er") will be dispatched as indicated in paragraph 23 of this Public Announcement.

17 PROCEDURE FOR TENDERING

17.1 During the Bid Period, the Bids shall be placed through the Acquisition

Window Facility or OTB by the Public Shareholders through their

respective Seller Member during normal trading hours of the secondary

market. The Seller Members can enter orders for Equity Shares which are

held in dematerialized form as well as physical form.

17.2 The Letter of O�er (along with necessary forms and instructions) inviting

the Public Shareholders to tender their Equity Shares to the Acquirers will

be dispatched to the Public Shareholders by the Acquirers whose names

appear on the register of members of the Company and to the owner of

the Equity Shares whose names appear as bene�ciaries on the records of

the respective depositories at the close of business hours on the Speci�ed

Date (as indicated in paragraph 23 of this Public Announcement).

17.3 For further details on the schedule of activities, please refer to paragraph

23 of this Public Announcement.

17.4 In the event of an accidental omission to dispatch the Letter of O�er or

non-receipt of the Letter of O�er by any Public Shareholder, such Public

Shareholder may obtain a copy of the Letter of O�er by writing to the

Registrar to the O�er at their address given in paragraph 9 of this Public

Announcement, clearly marking the envelope "Vedanta Limited - Delisting

O�er 2020". Alternatively, the Public Shareholders may obtain copies of

• STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED

1. The Equity Shares are currently listed and traded on the Stock Exchanges. The Equity Shares are also 'permitted to trade' on MSE. The ADS issued by the Company are listed on NYSE.
2. The Equity Shares are frequently traded in terms of Regulation 2(1)(j) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("Takeover Regulations").
3. The Acquirers are seeking to delist the Equity Shares from the Stock Exchanges and BSE and NSE, pursuant to their letters, each dated September 28, 2020, have granted their "in-principle" approval to the Delisting O�er. If delisting of Equity Shares is successful, the 'permitted to trade' status given to the Equity Shares by MSE shall stand withdrawn and VRL (and/ or its subsidiaries, as may be applicable) will also delist the ADS from NYSE and deregister the Company from the SEC, subject to the requirements of the NYSE and the SEC.
4. No application for listing shall be made in respect of any Equity Shares which have been delisted pursuant to this Delisting O�er for a period of 5 years from the date of delisting except where a recommendation in this regard has been made by the Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985.
5. Any application for listing made in future by the Company after the aforementioned period in respect of delisted Equity Shares shall be deemed to be an application for fresh listing of such Equity Shares and shall be subject to the then prevailing laws relating to listing of equity shares of unlisted companies.
6. The Acquirers propose to acquire the O�er Shares pursuant to the reverse book building process through an acquisition window facility, i.e., separate acquisition window in form of web based bidding platform provided by BSE, in accordance with the stock exchange mechanism (the "Acquisition Window Facility" or "O�er to Buy (OTB)"), conducted in accordance with the terms of the Delisting Regulations and the SEBI Circulars (de�ned below).

• LIKELY POST SUCCESSFUL DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY

7.1 The most likely post-delisting shareholding of the Company, pursuant to a successful completion of the Delisting O�er in terms of the Delisting Regulations, will be as follows:

Particulars	No. of equity	% of	% of
	shares	total no.	total no.
		of shares	of shares
		excluding	including
		ADS (A+B)	ADS
			(A+B+C)
Members of the	3,55,81,70,831	99.92	95.71
Promoter Group (A)
Public shareholders	28,38,004	0.08	0.08
(B)
- Vedanta Limited -	7,21,527	0.02	0.02
unclaimed suspense
account
- Others*	18,08,245	0.05	0.05
- Shares in	3,08,232	0.01	0.01
abeyance category
Total (A+B)	3,56,10,08,835**	100.00	95.79
Assuming full	15,64,96,036		4.21
conversion of Equity
Shares held by
custodian against
which ADS have
been issued (C )
Total (A+B+C)	3,71,75,04,871**		100.00

*This includes sub-judice and other categories.

**The total issued and paid-up equity share capital of the Company consists of 3,71,75,04,871 Equity Share out of which, 3,08,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance since they are sub judice.

• MANAGER TO THE DELISTING OFFER

8.1 The Acquirers have appointed J.P. Morgan India Private Limited having their registered o�ce at J.P. Morgan Tower, O�. C.S.T. Road, Kalina Santacruz - East, Mumbai 400098 as "Manager to the O�er". Tel. no. [phone]; Fax no. [phone]; Email: [e-mail]; Contact person: Mr. Shagun Gupta.

Preceding 6 months
Period	High(1)	Low(1)	Number of Equity Shares
	(INR)	(INR)	traded in the period
March 2020	122.2	60.2	66,66,60,020
April 2020	91.0	62.2	66,37,27,258
May 2020	98.0	77.1	80,52,07,271
June 2020	113.5	92.75	60,91,66,340
July 2020	117.9	103.65	48,18,14,702
August 2020	134.7	112.7	39,70,14,983

Source: www.nseindia.com

Notes: (1) High and low price for the period are based on intra-day prices.

1. The aforesaid �gures may be slightly di�erent than the actual �gures due to rounding o�.

11.3 The high, low and average market prices in the preceding 3 �nancial years and the monthly high and low market prices for the 6 months preceding the date of this Public Announcement and the corresponding volumes, on BSE are as follows:

Preceding 3 �nancial years

Period	High(1)	Low(1)	Average
	(INR)	(INR)	Price(1) (INR)
April 1, 2017 -	355.7	218.0	292.7
March 31, 2018
April 1, 2018 -	313.5	145.9	219.0
March 31, 2019
April 1, 2019 - March	195.0	60.3	148.6
31, 2020

Source: www.bseindia.com

Note: (1) High and low price for the period are based on intra-day prices and average price is based on average of closing price.

1. The aforesaid �gures may be slightly di�erent than the actual �gures due to rounding o�.

Preceding 6 months
Period	High(1)	Low(1)	Number of Equity Shares
	(INR)	(INR)	traded in the period
March 2020	122.0	60.3	3,15,14,297
April 2020	90.8	62.4	2,65,32,387
May 2020	98.2	77.1	3,46,00,123
June 2020	113.5	92.8	4,51,86,624
July 2020	117.9	103.75	2,13,34,016
August 2020	134.7	112.5	2,19,36,358

Source: www.bseindia.com

Notes:

1. High and low price for the period are based on intra-day prices.
2. The aforesaid �gures may be slightly di�erent than the actual �gures due to rounding o�.

12 DETERMINATION OF THE FLOOR PRICE

1. The Acquirers propose to acquire the Equity Shares from the Public Shareholders pursuant to the reverse book building process established in terms of Schedule II of the Delisting Regulations.
2. The Equity Shares are currently listed and traded on the Stock Exchanges and have 'permitted to trade' status in the MSE. The scrip code and the security ID of the Company on BSE are "500295" and "VEDL", respectively. The Equity Shares are placed under "A" group and are also part of S&P BSE 100. The symbol of the Company on NSE is "VEDL" and is part of NIFTY 500.

either as an obligation/ restriction on VRL and/ or its subsidiaries to accept
the Equity Shares tendered in the Delisting O�er at a price lower than,
equal to or higher than the Indicative O�er Price or as a restriction on the
Public Shareholders to tender the Equity Shares at price higher than the
Indicative O�er Price.
13.5 The Acquirers are under no obligation to accept the Discovered Price. The
Acquirers may, at their discretion, subject to the terms and conditions as
set out in this Public Announcement and Letter of O�er:
a) accept the Discovered Price;
b) o�er a price higher than the Discovered Price; or
c) o�er a Counter O�er Price.
13.6 The "Exit Price" shall be:
a) the Discovered Price, if accepted by the Acquirers;
b) a price higher than the Discovered Price, if o�ered by the Acquirers at
	their discretion; or
c)	the Counter O�er Price o�ered by the Acquirers at their sole and
	absolute discretion which, pursuant to acceptance and/ or rejection by
	Public Shareholders, results in the shareholding of the members of the
	Promoter Group reaching 90% of the total issued and paid-up equity
	share capital of the Company, excluding the Equity Shares which are
	then held by a custodian and against which ADS have been issued.
13.7 The Acquirers shall announce the Discovered Price and their decision
to accept or reject the Discovered Price/ o�er a price higher than the
Discovered Price/ o�er a Counter O�er Price, as applicable, in the
same newspapers in which this Public Announcement is published,
in accordance with the timetable set out in paragraph 23 of this Public
Announcement.
13.8 Once the Acquirers announce the Exit Price, the Acquirers will acquire,
subject to the terms and conditions set out in this Public Announcement
and the Letter of O�er, all the O�er Shares validly tendered at a price not
exceeding the Exit Price, for a cash consideration equal to the Exit Price
for each such validly tendered O�er Share. The Acquirers will not accept
O�er Shares o�ered at a price that exceeds the Exit Price.
13.9 If the Acquirers do not accept the Discovered Price in terms of Regulation
16 of the Delisting Regulations or the Delisting O�er fails in terms of
Regulation 17 of the Delisting Regulation:
a)	the Acquirers will have no right or obligation to acquire the O�er
	Shares tendered in the Delisting O�er;
b) the Acquirers, through the Manager to the O�er, will within 5 working
	days of closure of the Bid Period (as de�ned below) announce such
	rejection of the Discovered Price or failure of the Delisting O�er,
	through an announcement in all newspapers where this Public
	Announcement is published;
c)	No �nal application for delisting shall be made before the Stock
	Exchanges;
d) The lien on the Equity Shares tendered in the Delisting O�er will be
	released and such Equity Shares shall be returned to the respective
	Public Shareholders within 10 working days from the closure of the
	Bid Period (as de�ned below) in accordance with Regulation 19(2)(a)
	of the Delisting Regulations; and
e) The Escrow Accounts (as de�ned below) opened in accordance with
	Regulation 11 of the Delisting Regulations shall be closed.

14 MINIMUM ACCEPTANCE AND SUCCESS CONDITIONS TO THE DELISTING OFFER

1. The acquisition of O�er Shares by the Acquirers pursuant to the Delisting O�er and the successful delisting of the Company pursuant to the Delisting O�er are conditional upon:

2. The Acquirers deciding in their sole and absolute discretion to accept the Discovered Price or o�er a price higher than the Discovered Price, or o�er a Counter O�er Price which, pursuant to acceptance and/ or rejection by Public Shareholders, results in the shareholding of the members of the Promoter Group reaching 90% of the total issued and paid-up equity share capital of the Company, excluding the Equity Shares which are then held by a custodian and against which ADS have been issued. It may be noted that notwithstanding anything contained in this Public Announcement, the Acquirers reserve the right to accept or reject the Discovered Price if it is higher than the Floor Price;
3. A minimum number of 1,34,12,89,164 O�er Shares being tendered at or below the Exit Price, prior to the closure of Bid Period (as de�ned below) i.e., on the Bid Closing Date (as de�ned below), so as to cause the cumulative number of Equity Shares held by the Acquirers together with other members of the Promoter Group (as on the Speci�ed Date, taken together with the Equity Shares acquired through the Acquisition Window Facility or OTB) to be equal to or in excess of 3,20,49,07,952 Equity Shares or such higher or lower number of Equity Shares on account of conversion of ADS into Equity Shares (up to the Bid Closing Date) as stated in paragraphs 5.2 and 1.2 of this Public Announcement, as the case may be, constituting 90% of the total issued and paid-up equity share capital of the Company as on the Bid Closing Date;
4. A minimum number of Public Shareholders (i.e., 25% of number of Public Shareholders) holding Equity Shares in dematerialized mode as on May 18, 2020 shall participate in the reverse book building process, in accordance with Regulation 17(b) of the Delisting Regulations, provided that if the Acquirers along with Manager to the O�er demonstrate to the Stock Exchanges that they have delivered the Letter of O�er to all the Public Shareholders either through registered post or speed post or courier or hand delivery with proof of delivery or through email as a text or as an attachment to email or as a noti�cation providing electronic link or uniform resource locator including a read receipt (referred to as the "Letter of O�er Delivery Requirement"), then the mandatory participation of aforementioned number of Public Shareholders is not applicable.

the Letter of O�er from the website of the Stock Exchanges i.e., www.
bseindia.com and www.nseindia.com, or, from the website of the
Registrar to the O�er, at www.k�ntech.com.
17.5 Procedure to be followed by Public Shareholders holding O�er Shares
in dematerialized form
a)	Public Shareholders who desire to tender their O�er Shares in the
	electronic form under the Delisting O�er would have to do so through
	their respective Seller Member by indicating the details of the O�er
	Shares they intend to tender under the Delisting O�er. The Public
	Shareholders should not send Bids to the Company/ Acquirers/
	Manager to the O�er/ the Registrar to the O�er.
b) After the Bids have been placed by the Public Shareholders, the Bids
	will be transferred to the respective Seller Member's pool account,
	who will in-turn tender the O�er Shares to the early pay-in mechanism
	of the Indian Clearing Corporation Limited or the NSE Clearing Limited,
	as the case may be ("Clearing Corporation").
c) The details of settlement number shall be informed in the issue opening
	circular/ notice that will be issued by BSE/ Clearing Corporation before
	the Bid Opening Date.
d)	For custodian participant orders for Equity Shares in dematerialized
	form, early pay-in is mandatory prior to con�rmation of the relevant
	order by the custodian. The custodian shall either con�rm or reject
	the orders not later than the closing of trading hours on the last day
	of the Bid Period. Thereafter, all uncon�rmed orders shall be deemed
	to be rejected. For all con�rmed custodian participant orders, any
	modi�cation to an order shall be deemed to revoke the custodian
	con�rmation relating to such order and the revised order shall be sent
	to the custodian again for con�rmation.
e)	Upon placing the Bid, a Seller Member shall provide a Transaction
	Registration Slip ("TRS") generated by the exchange bidding system
	to the Public Shareholder. The TRS will contain the details of the order
	submitted such as Bid ID No., DP ID, Client ID, no. of O�er Shares
	tendered and price at which the Bid was placed.
f) Please note that submission of Bid Form and TRS is notmandatorily
	required in case of Equity Shares held in dematerialised form.
g) The Clearing Corporation will hold in trust the O�er Shares until the
	Acquirers complete their obligations under the Delisting O�er in
	accordance with the Delisting Regulations.
h)	The Public Shareholders will have to ensure that they keep the
	depository participant ("DP") account active and unblocked to receive
	credit in case of return of Equity Shares due to rejection. Further,
	Public Shareholders will have to ensure that they keep the saving
	account attached with the DP account active and updated to receive
	credit remittance due to acceptance of O�er Shares tendered by them.
i) In	case of non-receipt of the Letter of O�er/ Bid Form, Public
	Shareholders holding Equity Shares in dematerialized form can make
	an application in writing on plain paper, signed by the respective
	Public Shareholder, stating name and address, Client ID, DP name/ ID,
	bene�ciary account number and number of Equity Shares tendered for
	the Delisting O�er. Public Shareholders will be required to approach
	their respective Seller Member and have to ensure that their Bid is
	entered by their Seller Member in the electronic platform to be made
	available by BSE before the Bid Closing Date.
17.6 Procedure to be followed by Public Shareholders holding O�er Shares
in physical form
a) The Public Shareholders who hold O�er Shares in physical form and
	intend to participate in the Delisting O�er will be required to approach
	their respective Seller Member along with the complete set of documents
	for veri�cation procedures to be carried out including as below:
	i.		original share certi�cate(s);
	ii.		valid share transfer form(s) duly �lled and signed by the transferors
			(i.e., by all registered shareholders in the same order and as per
			the specimen signatures registered with the Company) and duly
			witnessed at the appropriate place authorizing the transfer.
			Attestation, where required, (thumb impressions, signature
			di�erence, etc.) should be done by a magistrate/ notary public/
			bank manager under their o�cial seal;
	iii. self-attested permanent account number ("PAN") card copy (in
			case of joint holders, PAN card copy of all transferors);
	iv.	Bid Form duly signed (by all Public Shareholders in cases where
			O�er Shares are held in joint names) in the same order in which
			they hold the O�er Shares;
	v.	any other relevant documents such as power of attorney,
			corporate authorization (including board resolution/ specimen
			signature), notarized copy of death certi�cate and succession
			certi�cate or probated will, if the original shareholder has
			deceased, etc., as applicable. In addition, if the address of the
			Public Shareholder has undergone a change from the address
			registered in the register of members of the Company, the
			Public Shareholder would be required to submit a self-attested
			copy of proof of address consisting of any one of the following
			documents: valid aadhar card, voter identity card or passport.
	vi.	Declaration by joint holders consenting to tender O�er Shares in
			the Delisting O�er, if applicable, and
	vii. FATCA and CRS forms for individual/ non individual shareholders.
b)	Upon placing the Bid, the Seller Member shall provide a TRS
	generated by the exchange bidding system to the Public Shareholder.
	The TRS will contain the details of the order submitted such as folio
	no., certi�cate no., distinctive no., no. of O�er Shares tendered and the
	price at which the Bid was placed.
c) The Seller Member/ Public Shareholder should ensure the documents
	(as mentioned in this paragraph 17.6(a) of this Public Announcement)
	above are delivered along with TRS either by registered post or courier

Pune

WWW.FINANCIALEXPRESS.COM

TUESDAY, SEPTEMBER 29, 2020

FINANCIAL EXPRESS

17

or by hand delivery to the Registrar to the O�er (at the address mentioned in paragraph 9 of this Public Announcement) within 2 days of bidding by the Seller Member. The envelope should be marked as "Vedanta Limited - Delisting O�er 2020".

1. 1. Public Shareholders holding O�er Shares in physical form should note that the O�er Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the O�er Shares by the Acquirers shall be subject to veri�cation of documents. The Registrar to the O�er will verify such Bids based on the documents submitted on a daily basis and until such time as BSE shall display such Bids as 'uncon�rmed physical bids'. Once, the Registrar to the O�er con�rms the Bids, it will be treated as 'con�rmed bids'. Bids of Public Shareholders whose original share certi�cate(s) and other documents (as mentioned in this paragraph 17.6(a) of this Public Announcement) along with TRS are not received by the Registrar to the O�er 2 days after the Bid Closing date shall liable to be rejected.
   2. In case of non-receipt of the Letter of O�er/ Bid Form, Public Shareholders holding O�er Shares in physical form can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, folio no., share certi�cate no., no. of O�er Shares tendered for the Delisting O�er and the distinctive nos. thereof, enclosing the original share certi�cate(s) and other documents (as mentioned in this paragraph 17.6(a) of this Public Announcement). Public Shareholders will be required to approach their respective Seller Member and have to ensure that their Bid is entered by their Seller Member in the electronic platform to be made available by BSE, before the Bid Closing Date.
   3. The Registrar to the O�er will hold in trust the share certi�cate(s) and other documents (as mentioned in this paragraph 17.6(a) of this Public Announcement) until the Acquirers complete their obligations under the Delisting O�er in accordance with the Delisting Regulations.
   4. Please note that submission of Bid Form and TRS along with original share certi�cate(s) is mandatorily required in case of Equity Shares held in physical form.
2. If the Public Shareholders do not have any stock broker registered with BSE, then those Public Shareholders can approach any stock broker registered with BSE and can make a bid by using quick unique client code ("UCC") facility through that stock broker registered with BSE after submitting the details as may be required by the stock broker in compliance with the applicable SEBI regulations.
3. Public Shareholders, who have tendered their O�er Shares by submitting Bids pursuant to the terms of this Public Announcement and the Letter of O�er, may withdraw or revise their Bids upwards not later than 1 day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any such request for revision or withdrawal of the Bids should be made by the Public Shareholder through their respective Seller Member, through whom the original Bid was placed, not later than 1 day before the Bid Closing Date. Any such request for revision or withdrawal of Bids received after normal trading hours of the secondary market 1 day before the Bid Closing Date will not be accepted. Any such request for withdrawal or upward revision should not be made to the Company/ Acquirers/ Registrar to the O�er/ Manager to the O�er.
4. The cumulative quantity tendered shall be made available on BSE's website i.e., www.bseindia.com throughout the trading session and will be updated at speci�c intervals during the Bid Period.
5. The O�er Shares to be acquired under the Delisting O�er are to be acquired free from all liens, charges, and encumbrances and together with all rights attached thereto. O�er Shares that are subject to any lien, charge or encumbrances are liable to be rejected.
6. Public Shareholders holding O�er Shares under multiple folios are eligible to participate in the Delisting O�er.
7. In terms of Regulation 16(1A) of the Delisting Regulations, the Acquirers are entitled (but not obligated) to make a counter o�er at the Counter O�er Price (i.e., a price to be intimated by the Acquirers, which is lower than the Discovered Price but not less than the book value of the Company as certi�ed by a merchant banker), at their sole and absolute discretion. The counter o�er is required to be announced by issuing a public announcement of counter o�er ("Counter O�er PA") within 2 working days of the Bid Closing Date. The Counter O�er PA will contain inter alia details of the Counter O�er Price, the book value per Equity Share, the revised schedule of activities and the procedure for participation and settlement in the counter o�er. In this regard, Public Shareholders are requested to note that, if a counter o�er is made:

1. All O�er Shares tendered by Public Shareholders during the Bid Period and not withdrawn as per paragraph 17.12(b) below, along with O�er Shares which are additionally tendered by them during the counter o�er, will be considered as having been tendered in the counter o�er at the Counter O�er Price.
2. Public Shareholders who have tendered O�er Shares during the Bid Period and thereafter wish to withdraw from participating in the counter o�er (in part or full) have the right to do so within 10 working days from the date of issuance of the Counter O�er PA. Any such request for withdrawal should be made by the Public Shareholder through their respective Seller Member through whom the original Bid was placed. Any such request for withdrawal received after normal trading hours of the secondary market on the 10th working day from the date of issuance of the Counter O�er PA will not be accepted.
3. O�er Shares which have not been tendered by Public Shareholder during the Bid Period can be tendered in the counter o�er in accordance with the procedure for tendering that will be set out in the Counter O�er PA.

1. METHOD OF SETTLEMENT
   Upon �nalization of the basis of acceptance as per the Delisting Regulations:

1. The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
2. The Acquirers shall pay the consideration payable towards purchase of the O�er Shares accepted during the Delisting O�er, to the Buyer Broker who in turn will transfer the funds to the Clearing Corporation, on or before the pay-in date for settlement as per the secondary market mechanism. For the O�er Shares acquired in dematerialised form, the Public Shareholders will receive the consideration in their bank account attached to the depository account from the Clearing Corporation. If bank account details of any Public Shareholder are not available or if the fund transfer instruction is rejected by the Reserve Bank of India ("RBI") or the relevant bank, due to any reason, then the amount payable to the relevant Public Shareholder will be transferred to the concerned Seller Members for onward transfer to such Public Shareholder. For the O�er Shares acquired in physical form, the Clearing Corporation will release the funds to the Seller Member as per the secondary market mechanism for onward transfer to Public Shareholders.
3. In case of certain client types viz. non-resident Indians, non-resident clients etc. (where there are speci�c RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out will be given to their respective Seller Member's settlement accounts for releasing the same to their respective Public Shareholder's account onward. For this purpose, the client type details will be collected from the depositories whereas funds pay-out pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism prescribed by BSE and the Clearing Corporation from time to time.
4. The O�er Shares acquired in dematerialised form would either be transferred directly to the account of either of the Acquirers provided it is indicated by the Buyer Broker or it will be transferred by the Buyer Broker to the account of either of the Acquirers on receipt of the O�er Shares pursuant to the clearing and settlement mechanism of BSE. O�er Shares acquired in physical form will be transferred directly to VHML by the Registrar to the O�er.
5. In case of rejected dematerialised O�er Shares, if any, tendered by the Public Shareholders, the same would be transferred by the Clearing Corporation directly to the respective Public Shareholder's DP account, as part of the exchange pay-out process. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities will be transferred to the Seller Member's depository pool account for onward transfer to the eligible shareholder. The Seller Member/ custodian participants would return these unaccepted O�er Shares to their respective clients (i.e., the relevant Public Shareholder(s)) on whose behalf the Bids have been placed. O�er Shares tendered in physical form will be returned to the respective Public Shareholders directly by Registrar to the O�er.
6. The Seller Member would issue a contract note and pay the consideration to the respective Public Shareholder whose O�er Shares are accepted under the Delisting O�er. The Buyer Broker would also issue a contract note to the Acquirers for the O�er Shares accepted under the Delisting O�er.
7. Public Shareholders who intend to participate in the Delisting O�er should consult their respective Seller Member for payment of any cost, charges and expenses (including brokerage) that may be levied by the Seller Member upon the Public Shareholders for tendering their O�er Shares in the Delisting O�er (secondary market transaction). The consideration received by the Public Shareholders from their respective Seller Member, in respect of accepted O�er Shares, could be net of such costs, charges and expenses (including brokerage) and the Acquirers, the Company, the Manager to the O�er and the Registrar to the O�er accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred by the Public Shareholders.

1. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID

1. The Public Shareholders may submit their Bids to the Seller Member during the Bid Period. Additionally, once the Equity Shares have been delisted from the Stock Exchanges, the Public Shareholders who either do not tender their Equity Shares in the Delisting O�er or whose O�er Shares have not been acquired by the Acquirers because the price quoted by them was higher than the Exit Price (the "Residual Public Shareholders") may o�er their O�er Shares for sale to the Acquirers at the Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from the Stock Exchanges ("Exit Window"). A separate o�er letter in this regard will be sent to these Residual Public Shareholders explaining the procedure for tendering their O�er Shares. Such Residual Public Shareholders may tender their O�er Shares by submitting the required documents to the Registrar to the O�er during the Exit Window.

1. PROCESS FOR ADS HOLDERS

1. In accordance with the Delisting Regulations, the holders of ADS (and American depositary receipt(s) ("ADRs") evidencing the ADS, if applicable) will not be entitled to participate in the Delisting O�er, unless they covert their ADS into Equity Shares.
2. ADS holders who present their ADS (or ADRs, if applicable) for cancellation to the depositary (i.e., Citibank, N.A., ("Depositary")) will be able to take possession of the corresponding Equity Shares in book-entry form only and, as a result, they must have, or must establish, a custodian or brokerage (demat) account in India to receive such Equity Shares prior to presenting their ADS to the Depositary for cancellation. Establishing such custodian or brokerage (demat) account may be subject to delay as a result of operational procedures and as the opening of such account may be subject to regulatory approvals in India.
3. Please be advised that if any ADS holder converts its ADS into Equity Shares, and the Delisting O�er fails for any reason, there is no assurance that such holder would be able to deposit its Equity Shares and obtain ADS. Issuance of ADS against deposit of Equity Shares is subject to various requirements as set forth in the deposit agreement dated September 6, 2013 among the Company (as successor in interest to Sesa Goa Limited) and Citibank, N.A., as depositary, and the holders and bene�cial owners of ADS issued thereunder, as amended by the deposit agreement dated August 25, 2015 among the Company and Citibank, N.A., for continued appointment of Citibank, N.A. as the exclusive depositary of ADRs issued thereunder ("ADR Deposit Agreement"). In particular, in accordance with applicable regulations of the RBI and the Ministry of Finance, the Depositary will only be able to accept Equity Shares for deposit into the

ADS facility to the extent that there have previously been withdrawals of Equity Shares.

21 DELISTING AMERICAN DEPOSITARY SHARES FROM NYSE AND TERMINATION OF ADR PROGRAMME

1. If the Delisting O�er is successful, the Company intends to delist its ADS from NYSE and terminate its ADR programme and the ADR Deposit Agreement. The Company will continue to be subject to reporting obligations under the Exchange Act until such time as it can terminate its registration under the Exchange Act.
2. Upon the determination and/or acceptance of the Exit Price by the Acquirers, the Company intends to provide a notice to the NYSE announcing its intention to delist its ADS from the NYSE. On or about the 10th day after giving the delisting notice, the Company intends to �le a Form 25 with the SEC to e�ect the delisting from the NYSE. The delisting will become e�ective 10 days after such �ling.
3. Simultaneously with giving delisting notice to the NYSE, the Company intends to give a notice to the Depositary of the termination of the ADR programme and the ADR Deposit Agreement. Depositary shall thereafter distribute notice of such termination to the ADS holders at least 30 days prior to the date of such termination. The termination of the ADR Deposit Agreement will become e�ective 30 days from the date of distribution of such notice ("Programme Termination Date").
4. As a result of such termination, ADS holders will have until 30 days from the Programme Termination Date to decide whether to retain their interest in the Equity Shares. At any time until 30 days from the Programme Termination Date, each ADS holder shall be entitled, subject to the terms and conditions of the ADR Deposit Agreement, to surrender its ADS and to obtain the delivery of the Equity Shares relative to each ADS held by it, upon payment by the holder of any sums payable to the Depositary or to the custodian in connection therewith for such delivery of Equity Shares. As described above under paragraph 20.2 of this Public Announcement, ADS holders who present their ADS (or ADRs, if applicable) for cancellation will be able to take possession of the corresponding Equity Shares in book-entry form only and, as a result, they must have, or establish, a custodian or brokerage (demat) account in India to receive such Equity Shares prior to presenting their ADS to the Depositary for cancellation. As each ADS represents 4 Equity Shares, an ADS holder will receive 4 Equity Shares for each ADS which is surrendered by the holder to the Depositary for cancellation. Further, as described above in paragraph 19.1 of this Public Announcement, ADS holders who present their ADS (or ADRs if applicable) for cancellation and receive Equity Shares at any time prior to the 30th day after the Program Termination Date may o�er their Equity Shares for sale to the Acquirers at the Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from BSE and NSE.
5. In the case of ADS holders who do not present their ADS (or ADRs if applicable) for cancellation prior to the 30th day after the Program Termination Date, starting on or about 30 days after the Programme Termination Date, the Depositary may arrange for the sale of the Equity Shares and shall after such sale hold un-vested net proceeds of such sale, together with any other cash then held by it under the ADR Deposit Agreement, in an un-segregated account and without liability for interest for the pro-rata bene�t of the holders whose ADS have not theretofore been surrendered. The Depositary will promptly remit the net proceeds to the holders of ADS then outstanding through the payment mechanism of depository trust company (DTC). The ADS (and the ADRs, if applicable) will be deemed cancelled and terminated from the date of the cancellation of the ADS resulting from the sale of the Equity Shares represented by the ADS.
6. Failure to present ADS for cancellation within 30 days after the Programme Termination Date will have signi�cant adverse Indian tax consequences as a result of the forced sale of the Equity Shares on deposit after that date. Please be advised that the proceeds from the sale of the Equity Shares by the Depositary will be subject to Indian withholding taxes of up to 43.68%. ADS holders should consult their tax advisors about the application of the United States federal tax rules to their particular circumstances as well as the state and local, foreign and other tax consequences to them of the ownership and disposition of ADS or Equity Shares.
7. Holders of ADRs will be required to present and surrender their physical certi�cates to the Depositary in order to receive payment.
8. After remitting the net proceeds to the holders of ADS, the Depositary shall be discharged from all obligations under the ADR Deposit Agreement except as may be required at law in connection with the termination of the ADR Deposit Agreement.
9. For the delisting from the NYSE and termination of the ADR programme, the schedule of activity is expected to be as set out below:

Activity	Date
Notice of delisting to NYSE	T-3
Notice of termination of ADR	T-3
Deposit Agreement to the
Depositary
Press release announcing	T-3
the delisting notice and
termination notice
Notice of termination of	T
ADR Deposit Agreement is
distributed by the Depositary
to ADS holders
File Form 25 with SEC	T+7
E�ective Date of delisting of	T+17
ADRs from NYSE
E�ective Date of termination	T+30
of ADR Deposit Agreement
Last Date for ADS holders	T+60
to convert ADRs into Equity
Shares
Depositary to sell Equity	T+61 or soon thereafter
Shares underlying the
ADS that have not been
surrendered
Depositary to remit net	Expected to be approximately
proceeds to ADS holders	4 weeks following the sale
	described in the immediately
	preceding row.

21.10 In summary, ADS holders may

1. sell their ADS in the market on the NYSE until they are delisted;
2. sell their ADS in over-the-counter trading following delisting and prior to the 30th day after the Programme Termination Date;
3. surrender their ADS (or their ADRs, as applicable) to the Depositary for cancellation and receive 4 Equity Shares for every ADS surrendered, either
4. 1. prior to the Bid Closing Date for being eligible to participate in the Delisting O�er; or (b) after the Bid Closing Date but at any point until 30 days after the Programme Termination Date, in which case if the Delisting O�er is successful then as described above in paragraph 19.1 of this Public Announcement, such ADS holder may o�er its Equity Shares for sale to the Acquirers at the Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from BSE and NSE, or
5. take no action or otherwise still hold ADS after 30 days after the Programme Termination Date, in which case the Depositary will attempt to sell underlying Equity Shares that it still holds and distribute the cash proceeds pro-rata to the remaining ADS holders, less fees and taxes as described in paragraph

1. 21.5 of this Public Announcement.

2. The Company's ADR programme is a sponsored level III listing which grants the holders voting rights and pays dividends to the ADS holders equivalent to the exchange-rate and ADR-ratio adjusted dividend paid to the underlying Equity Shares holders. Following termination, if an ADS holder chooses to hold the underlying Equity Shares instead of the ADR then they will continue to receive dividends and maintain their voting rights on each Equity Share held.
3. In order to deregister the Equity Shares with the SEC, following the delisting of the Equity Shares from the BSE and NSE and the delisting of the ADS from NYSE, the Company must have less than 300 shareholders. The Company believes that terminating its ADR programme and delisting its Equity Shares from Stock Exchanges will result in a decrease in the number of shareholders such that it can deregister at a later date. There is a minimum 12 month waiting period between termination of the ADR programme and deregistering from the SEC, after which the Company will still need to prove that the Company has less than 300 shareholders in order to deregister.
4. Following deregistration of the Equity Shares with the SEC, the Company's SEC reporting obligations (including the requirements of the Sarbanes- Oxley Act) would cease. Reporting obligations currently include �ling of Form 20-F annually and Form 6-Ks for material announcements.

22 DETAILS OF THE ESCROW ACCOUNTS

1. The estimated consideration payable under the Delisting Regulations, being the Floor Price of INR 87.25/- (Indian Rupees Eighty Seven and Twenty Five Paise only) per Equity Share multiplied by the number of the Equity Shares held by the Public Shareholders as on the Speci�ed Date, i.e., September 25, 2020, is INR 14,809.73 Crore ("Escrow Amount"). The Escrow Amount has been deposited by VHML and VHML II in the manner set out below.
2. In accordance with Regulation 11 of the Delisting Regulations VRL, VHML, VHML II, Axis Bank Limited, a scheduled commercial bank and a banker to an issue registered with SEBI ("Escrow Bank"), and the Manager to the O�er have entered into an escrow agreement dated September 19, 2020 pursuant to which (a) VHML has opened an escrow account in the name of "Vedanta Holdings Mauritius Limited-Escrow Account" with the Escrow Bank at their branch at Gurgaon ("Escrow Account 1"); and (b) VHML II has opened an escrow account in the name of "Vedanta Holdings Mauritius II Limited-Escrow Account" with the Escrow Bank at their branch at Gurgaon ("Escrow Account 2") (collectively "Escrow Accounts").
3. VHML has provided a bank guarantee of INR 4,550 Crore issued by Standard Chartered Bank pursuant to the bank guarantee letter dated September 28, 2020 ("Bank Guarantee"), in favour of the Manager to the O�er and VHML II has deposited an amount of INR 10,299.80 Crore in Escrow Account 2 in cash, which together with the Bank Guarantee is for an aggregate amount of INR 14,849.80 Crore which covers 100% of the Escrow Amount.
4. On determination of the Exit Price and making of the public announcement under Regulation 18 of the Delisting Regulations, the Acquirers shall ensure compliance with Regulation 11(2) of the Delisting Regulations. In the event that the ADS holders choose to convert the ADS into Equity Shares, the Acquirers shall forthwith deposit additional sum in the Escrow Accounts to the extent necessary to pay the consideration payable to such ADS holders.
5. In the event that the Acquirers accept the Discovered Price or o�ers a price higher than the Discovered Price or the Counter O�er Price is accepted in accordance with the Delisting Regulations, the Acquirers shall forthwith deposit additional sum in the Escrow Accounts to the extent necessary to pay Public Shareholders at the Exit Price. In such a case, the Acquirers shall also ensure that either (i) the Bank Guarantee remains valid until the expiry of the Exit Window; or (ii) deposit additional sum in the Escrow Accounts to the extent necessary to pay balance Public Shareholders at the Exit Price.
6. Further, the Escrow Bank will open special accounts ("Special Accounts") on

the instructions of VHML, VHML II and the Manager to the O�er, which shall be used for payment to the Public Shareholders who have validly tendered O�er Shares in the Delisting O�er. The Manager to the O�er shall instruct the Escrow Bank to transfer the requisite amount to the Special Accounts.

23	SCHEDULE OF ACTIVITIES
	Activity	Date	Day
	Speci�ed Date for determining the	September 25,	Friday
	names of shareholders to whom	2020
	the Letter of O�er shall be sent@
	Date of receipt of BSE in-principle	September 28,	Monday
	approval	2020
	Date of receipt of NSE in-principle	September 28,	Monday
	approval	2020
	Date of publication of the Public	September 29,	Tuesday
	Announcement	2020
	Last date for dispatch of Letter	October 01,	Thursday
	of O�er/ Bid Forms to Public	2020
	Shareholders as of Speci�ed Date
	Bid Opening Date (bid starts at	October 05,	Monday
	market hours)	2020
	Last Date for upward revision or	October 08,	Thursday
	withdrawal of bids	2020
	Bid Closing Date (bid closes at	October 09,	Friday
	market hours)	2020
	Last date for announcement of	October 13,	Tuesday
	Counter O�er	2020
	Last date for announcement of	October 16,	Friday
	Discovered Price/ Exit Price and	2020
	the Acquirers' acceptance/ non-
	acceptance of Discovered Price/
	Exit Price*
	Proposed date for payment	October 23,	Friday
	of consideration to Public	2020
	Shareholders and/ or return

of Equity Shares to Public Shareholders** in case of Bids not being accepted/ failure of the Delisting O�er

@The Speci�ed Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of O�er will be sent. However, all Public Shareholders, who are eligible to participate in the Delisting O�er, can submit their Bids in Acquisition Window Facility or OTB through their respective Seller Member during the Bid Period. Changes to the proposed timeline, if any, will be noti�ed to Public Shareholders by way of a public announcement in the same newspapers where this Public Announcement is published.

*This is an indicative date and the announcement may be made on or before October 16, 2020, being the �fth working day from the Bid Closing Date.

**Subject to the acceptance of the Discovered Price or o�er of an Exit Price higher than the Discovered Price by the Acquirers.

24 STATUTORY APPROVALS

1. The Public Shareholders have accorded their consent by way of special resolution passed through postal ballot on June 24, 2020, i.e., the last date speci�ed for remote e-voting. The results of the postal ballot were announced on June 25, 2020 and the same were intimated to the Stock Exchanges.
2. BSE and NSE have given their in-principle approval for delisting of the Equity Shares pursuant to their letters each dated September 28, 2020.
3. To the best of the Acquirers' knowledge, as on date of this Public Announcement, there are no other statutory or regulatory approvals required to acquire the O�er Shares and implement the Delisting O�er, other than as indicated above. If any statutory or regulatory approvals become applicable, the acquisition of O�er Shares by the Acquirers and the Delisting O�er will be subject to receipt of such statutory or regulatory approvals.
4. If the shareholders who are not persons resident in India (including non- resident Indians, overseas corporate bodies and foreign portfolio investors) had required any approvals (including from the RBI or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them in this Delisting O�er, along with the other documents required to be submitted to along with the Bid. In the event such approvals are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in the O�er.
5. It shall be the responsibility of the Public Shareholders tendering O�er Shares in the Delisting O�er to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the O�er Shares held by them in the Delisting O�er, and the Company/ Acquirers/ Manager to the O�er/ Registrar to the O�er shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval(s) to the Bid Form, wherever applicable.
6. The Acquirers reserve the right not to proceed with or withdraw the Delisting O�er in the event the conditions mentioned in paragraph 14 of this Public Announcement are not ful�lled or if the approvals indicated above are not obtained or conditions which the Acquirers consider in their sole discretion to be onerous, are imposed in respect of such approvals.
7. In the event that receipt of the statutory or regulatory approvals are delayed, changes to the proposed timetable, if any, will be noti�ed to the Public Shareholders by way of a corrigendum/ addendum to this Public Announcement in the same newspapers in which this Public Announcement is made.

25 NOTES ON TAXATION

1. Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares of an Indian company are generally taxable in India. Capital gain arising from sale of listed equity shares in a company made on a recognized stock exchange on or after October 1, 2004 and on which securities transaction tax ("STT") was paid at the time of sale, was earlier exempt from tax provided that the shares were held for more than 12 months. The Finance Act 2017 had amended the Income-Tax Act, 1961 ("IT Act") to provide that the said exemption was available only if STT is paid both at the time of purchase and sale of such shares, subject to certain exceptions noti�ed by the central government.
2. The Finance Act, 2018 has withdrawn the above capital gains tax exemption with e�ect from April 1, 2018 for any transfer of listed equity shares in a company, held for more than 12 months, on a recognized stock exchange occurring on or after April 1, 2018, the capital gains exceeding INR 1,00,000 (Indian Rupees One Lakh only) are now taxable at a rate of 10%, subject to satisfaction of certain conditions. Further, if investments were made on or before January 31, 2018, a method of determining the cost of acquisition of such investments has been speci�cally laid down.
3. STT will be levied on and collected by a domestic stock exchange on which the equity shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less which are sold, will be subject to short term capital gains tax @ 15% provided the transaction is chargeable to STT.
4. Tax deduction at source:

1. In case of resident shareholders: In absence of any speci�c provision under the IT Act, the Acquirer(s) shall not deduct tax on the consideration payable to resident shareholders pursuant to the Delisting O�er.
2. In case of non-resident shareholders: Under the existing Indian tax laws, any sum paid to a non- resident which is chargeable to tax under the provisions of IT Act is subject to deduction of tax at source, except for capital gains realized by the foreign portfolio investors or such gains/ income which are exempt from tax. Since the acquisition of O�er Shares pursuant to the delisting process is through the stock exchange mechanism, the Acquirers will not be able to withhold any taxes, and thus, the Acquirers believe that the responsibility of withholding/ discharge of the taxes due on such gains (if any) is solely on the custodians/ authorized dealers/ non-residentshareholders - with no recourse to the Acquirers and/ or persons acting in concert with them.
3. It is therefore important that the non-resident shareholders consult their custodians/ authorized dealers/ tax advisors appropriately and immediately pay taxes in India (either through deduction at source or otherwise). In the event the Acquirers and/ or persons acting in concert with them are held liable for the tax liability of the shareholder, the same shall be to the account of the shareholder and to that extent the Acquirers and/ or persons acting in concert with them are entitled to be indemni�ed.

1. Post delisting, the Equity Shares would be treated as unlisted shares and therefore, capital gain on sale of such unlisted Equity Shares (held for more than 24 months) would be taxable at 20% for residents in India and at 10% for non-resident in India. For O�er Shares held for 24 months or less, capital gain would be taxable at ordinary rate applicable for the shareholder. The provision of gains up to January 31, 2018 being grandfathered would not be applicable and therefore the cost of acquisition for Residual Public Shareholders would be price paid by Residual Public Shareholder for acquisition of O�er Shares. Please note while the resident shareholders are allowed the bene�t of indexation on their original cost of acquisition, no such bene�t is applicable for non-resident shareholders.
2. On purchase of O�er Shares from non-resident Residual Public Shareholders, the Acquirers would be required to deduct tax at source from the sale consideration unless the Residual Public Shareholder obtains a nil deduction certi�cate from the tax authorities and furnish the same to the payor prior to the remittance of the sale consideration. The amount of taxes deducted and deposited by the Acquirers can be claimed as credit by the Residual Public Shareholder against its �nal tax liability.
3. The above tax rates are subject to applicable rate of surcharge, health and education cess. The tax rate and other provisions may undergo changes.
4. SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE INCOME TAX ASSESSING AUTHORITIES IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS. THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THE IMPLICATIONS ARE ALSO DEPENDENT ON THE SHAREHOLDERS FULFILLING THE CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX LAWS. THE ACQUIRERS NEITHER ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO ANY SHAREHOLDER AS A REASON OF THIS DELISTING OFFER.

26 CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY

26.1 The Board has certi�ed that:

1. there are no material deviations in utilization of the proceeds of the issues (as compared to the stated objects in such issues) of securities made by the Company during the 5 years immediately preceding the date of this Public Announcement from the stated object of the issue;
2. all material information which is required to be disclosed under the provisions of the continuous listing requirements under the relevant

equity listing agreement entered into between the Company and the Stock Exchanges or the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable from time to time have been disclosed to the Stock Exchanges, as applicable;

1. The Company is in compliance with applicable provisions of securities law;
2. The members of Promoter Group or their related entities have not carried out any transaction during the aforesaid period to facilitate the success of the Delisting O�er which is not in compliance with the provisions of Regulation 4(5) of the Delisting Regulations; and
3. The delisting of Equity Shares is in the interest of the shareholders.

27 COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY

1. The details of Company Secretary and the Compliance O�cer of the Company are as follow:
   Name: Ms. Prerna Halwasiya
   Designation: Company Secretary & Compliance O�cer
   Address: ASF Center, 1st Floor, ASF Center, Tower B, 362 363, Jwala Mill Road, Udyog Vihar, Phase IV, Gurgaon-122 016,Haryana, India
   Email: [e-mail]; [e-mail]
   Tel. No.: [phone] | Fax No.: + 91 22 6643 4530
2. In case the Public Shareholders have any queries concerning the non- receipt of credit or payment for O�er Shares or on delisting process and procedure, they may address the same to Registrar to the O�er or Manager to the O�er.

28 OTHERS

The Company has informed the Acquirers that the following litigations or actions pending against the Company pertaining to its activities in the securities market or any other matter may have a material bearing on the interests of its equity shareholders: (1) show cause notice ("SCN") issued by the SEBI to Cairn India Limited ("CIL") (since merged with the Company with e�ect from April 11, 2017 through a Scheme of Arrangement which was approved by the National Company Law Tribunal, Mumbai Bench vide order dated March 23, 2017). The SCN (bearing number EAD-2/DSR / RG / 16430 /2017 / 2 dated July, 13, 2017) was in connection with the buy-back of equity shares by CIL during 2014. Replies to the SCN were submitted to SEBI vide letters dated January 19, 2018 and February 6, 2019. There has been no further communication from SEBI in the said matter; and (2) proceedings before the Hon'ble High Court of Bombay bearing number SAPP/1/2002 ("First Proceeding") and Criminal Application No. 3609 of 2005 ("Second Proceeding"), both linked to the same underlying subject matter. The First Proceeding is linked to an order passed by SEBI on April 19, 2001 prohibiting Sterlite Industries (India) Ltd (now the Company) from accessing the capital market for a period of 2 (two) years and other actions for violation of certain provisions of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations 1995, against Sterlite Industries (India) Ltd (now the Company), through its directors namely Mr. Anil Agarwal, Mr. Tarun Jain and Mr. Shashikant ("SEBI Order"). On appeal, the SEBI Order was overruled by the Securities Appellate Tribunal ("SAT") by way of an order dated October 22, 2001 ("SAT Order"). On November 9, 2001, SEBI appealed to the High Court of Bombay. The next date of hearing has not yet been �xed. The Second Proceeding is also linked to the SEBI Order and resultant criminal proceedings initiated by SEBI in 2001 before the Court of the Metropolitan Magistrate, Mumbai, against Sterlite Industries (India) Ltd (now the Company), Mr. Anil Agarwal and Mr. Tarun Jain. When the SEBI Order was overruled by the SAT Order, a petition was �led before the High Court of Bombay to stay the criminal proceedings on the ground that the SEBI Order had been overruled by the SAT Order. On December 2, 2005, an order was passed by the High Court of Bombay in favor of Sterlite Industries (India) Ltd (now the Company), Mr. Anil Agarwal and Mr. Tarun Jain granting an interim stay of the criminal proceedings.

29 GENERAL DISCLAIMER

EVERY PERSON WHO DESIRES TO AVAIL OF THE DELISTING OFFER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS ANDSHALLNOTHAVEANYCLAIMAGAINSTTHEACQUIRERS(INCLUDINGITS DIRECTORS), THE MANAGER TO THE OFFER OR THE COMPANY (INCLUDING ITS DIRECTORS) WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH OFFER AND TENDER OF SECURITIES THROUGH THE REVERSE BOOK BUILDING PROCESS THROUGH ACQUISITION WINDOW FACILITY OR OTB OR OTHERWISE WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.

UNITED STATES OF AMERICA (U.S.)

THE DELISTING OFFER IS BEING MADE FOR SECURITIES OF AN INDIAN COMPANY AND SHAREHOLDERS OF THE COMPANY IN THE U.S. SHOULD BE AWARE THAT THIS PUBLIC ANNOUNCEMENT, THE LETTER OF OFFER AND ANY OTHER DOCUMENTS RELATING TO THE DELISTING OFFER HAVE BEEN OR WILL BE PREPARED IN ACCORDANCE WITH INDIAN PROCEDURAL AND DISCLOSURE REQUIREMENTS, INCLUDING REQUIREMENTS REGARDING THE DELISTING OFFER TIMETABLE AND TIMING OF PAYMENTS, ALL OF WHICH DIFFER FROM THOSE IN THE U.S.

THE RECEIPT OF CASH PURSUANT TO THE DELISTING OFFER BY A SHAREHOLDER OF THE COMPANY MAY BE A TAXABLE TRANSACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND UNDER APPLICABLE U.S. STATE AND LOCAL, AS WELL AS FOREIGN AND OTHER, TAX LAWS. EACH SHAREHOLDER OF THE COMPANY IS URGED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY REGARDING THE TAX CONSEQUENCES OF ACCEPTING THE DELISTING OFFER.

IT MAY BE DIFFICULT FOR U.S. HOLDERS OF EQUITY SHARES TO ENFORCE THEIR RIGHTS AND ANY CLAIMS THEY MAY HAVE ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS IN CONNECTION WITH THE DELISTING OFFER, SINCE THE COMPANY AND THE ACQUIRERS ARE INCORPORATED IN COUNTRIES OTHER THAN THE U.S., AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF COUNTRIES OTHER THAN THE U.S. U.S. HOLDERS OF EQUITY SHARES IN THE COMPANY MAY NOT BE ABLE TO SUE THE COMPANY, THE ACQUIRERS OR THEIR RESPECTIVE OFFICERS OR DIRECTORS IN A NON-U.S. COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. FURTHER, IT MAY BE DIFFICULT TO COMPEL THE COMPANY, THE ACQUIRERS OR THEIR RESPECTIVE AFFILIATES TO SUBJECT THEMSELVES TO THE JURISDICTION OR JUDGMENT OF A U.S. COURT.

NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE DELISTING OFFER OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PUBLIC ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE U.S.

GENERAL

NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS DELISTING OFFER IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. THE LETTER OF OFFER SHALL BE DISPATCHED TO ALL PUBLIC SHAREHOLDERS HOLDING THE EQUITY SHARES WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS OF THE COMPANY AND TO THE OWNER OF THE EQUITY SHARES WHOSE NAMES APPEAR AS BENEFICIARIES ON THE RECORDS OF THE RESPECTIVE DEPOSITORIES AT THE CLOSE OF BUSINESS HOURS ON THE SPECIFIED DATE (AS INDICATED IN THIS PUBLIC ANNOUNCEMENT). HOWEVER, RECEIPT OF THIS PUBLIC ANNOUNCEMENT AND THE LETTER OF OFFER BY ANY PUBLIC SHAREHOLDER IN A JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO MAKE THIS DELISTING OFFER, OR WHERE MAKING THIS DELISTING OFFER WOULD REQUIRE ANY ACTION TO BE TAKEN (INCLUDING, BUT NOT RESTRICTED TO, REGISTRATION OF THE LETTER OF OFFER UNDER ANY LOCAL SECURITIES LAWS OF SUCH JURISDICTION), SHALL NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN DELISTING OFFER BEING MADE TO THEM AND SHALL BE CONSTRUED BY THEM AS BEING SENT FOR INFORMATION PURPOSES ONLY.

PERSONS IN POSSESSION OF THIS PUBLIC ANNOUNCEMENT ARE REQUIRED TO INFORM THEMSELVES OF ANY RELEVANT RESTRICTIONS IN THEIR RESPECTIVE JURISDICTIONS. ANY PUBLIC SHAREHOLDER WHO TENDERS HIS, HER OR ITS EQUITY SHARES IN THIS DELISTING OFFER SHALL BE DEEMED TO HAVE DECLARED, REPRESENTED, WARRANTED AND AGREED THAT HE, SHE OR IT IS AUTHORISED UNDER THE PROVISIONS OF ANY APPLICABLE LOCAL LAWS, RULES, REGULATIONS AND STATUTES TO PARTICIPATE IN THIS DELISTING OFFER.

For further details please refer to the Letter of O�er, the Bid Form and the Bid Revision/ Withdrawal Form which will be sent to the Public Shareholders who are shareholders of the Company as on the Speci�ed Date.

This Public Announcement is expected to be available on the website of the Stock Exchanges i.e., www.bseindia.com and www.nseindia.com. Public Shareholders will also be able to download the Letter of O�er, the Bid Form and the Bid Revision/ Withdrawal Form from the website of the Stock Exchange.

Manager to the O�er

Registrar to the O�er

J.P. Morgan India Private Limited	KFin Technologies Private Limited
	(formerly known as Karvy
	Fintech Private Limited)
CIN: U67120MH1992FTC068724	CIN: U72400TG2017PTC117649
Address: J.P. Morgan Tower,	Address: Selenium Building, Tower- B,
O� C. S. T. Road, Kalina, Santacruz (East),	Plot No 31 & 32, Gachibowli, Financial District
Mumbai - 400 098	Nanakramguda, Serilingampally, Hyderabad,
Tel. no.: [phone]	Rangareddi - 500032, Telangana
Fax no.: [phone]	Tel. no.: [phone]/ 1-800-34-54001
Email: [e-mail]	Fax no.: [phone]
Contact person: Mr. Shagun Gupta	Email: vedanta.delisting@k�ntech.com
SEBI registration no.: INM000002970	Contact person: Mr. Murali Krishna
Validity period: Permanent	SEBI registration no.: INR000000221
	Validity period: Permanent
Advisor to the Acquirers for the Delisting Process
	CIN: U99999MH1993PLC071865
	Address: One BKC, Tower C, 15th Floor,
DAM Capital Advisors Limited	Unit No. 1511, Bandra Kurla Complex,
Bandra (East), Mumbai - 400051

For and on behalf of Board of Directors of the Acquirers For and on behalf of VEDANTA RESOURCES LIMITED

Sd/-	Sd/-			Sd/-
Name: Ravi Rajagopal	Name: Geo�rey Green	Name: Deepak Kumar
Designation: Director	Designation: Director	Designation: Company
				Secretary
Date: September 28, 2020	|	Place: London
For and on behalf of VEDANTA HOLDINGS MAURITIUS LIMITED
Sd/-			Sd/-
Name: Ashwanee Ramsurrun		Name: Shakill Ahmad Toorabally
Designation: Director			Designation: Director
Date: September 28, 2020	|	Place: Mauritius
For and on behalf of VEDANTA HOLDINGS MAURITIUS II LIMITED
Sd/-			Sd/-
Name: Rajiv Mangar			Name: Shakill Ahmad Toorabally
Designation: Director			Designation: Director
Date: September 28, 2020	|	Place: Mauritius

Pune