Vedanta : Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015

VEDL/Sec./SE/20-21/155

January 09, 2021

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: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

The Company is in receipt of a Public Announcement regarding Voluntary Open Offer ("VOO") being made by Vedanta Resources Limited ("VRL") along with Persons acting in concert ("PAC").

A copy of the Public Announcement in enclosed for your reference and records.

Request you to disseminate the said information on your website.

Thanking you,

Yours sincerely

For Vedanta Limited

Prerna Halwasiya

Company Secretary & Compliance Officer

Enclosed: As above

Date: January 9, 2021

To,

Company Secretary

Vedanta Limited

1st Floor, 'C' Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai, Maharashtra, 400093

Dear Sir/ Madam,

Sub: Voluntary open offer pursuant to Regulation 6 of the Takeover Regulations (as defined below) for the acquisition of up to 371,750,500 (Three Hundred and Seventy One Million Seven Hundred Fifty Thousand Five Hundred) equity shares representing 10% of the fully diluted voting share capital of Vedanta Limited ("Target Company"), from the public shareholders of the Target Company by Vedanta Resources Limited ("Acquirer") together with Twin Star Holdings Limited ("PAC 1"), Vedanta Holdings Mauritius Limited ("PAC 2") and Vedanta Holdings Mauritius II Limited ("PAC 3" together with PAC 1 and PAC 2 to be referred as "PACs"), in their capacity as the persons acting in concert with the Acquirer ("Voluntary Open Offer").

With regards to the captioned Voluntary Open Offer, JP Morgan India Private Limited is acting as the Manager to the Open Offer pursuant to and in accordance with Regulation 12(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011,as amended ("Takeover Regulations").

Pursuant to and in compliance with, inter alia, Regulation 6 read with Regulations 13(3), 14 and 15(1) of the Takeover Regulations, the Acquirer together with the PACs is making a voluntary open offer for acquisition of up to 371,750,500 (Three Hundred and Seventy One Million Seven Hundred Fifty Thousand Five Hundred) equity shares representing 10% of the fully diluted voting share capital of the Target Company.

In accordance with Regulation 14(2) of the Takeover Regulations, please find enclosed a copy of the public announcement dated January 9, 2021 for the Voluntary Open Offer ("Public Announcement").

Terms not defined herein shall have the meaning ascribed to them under the Public Announcement.

Yours sincerely,

For J.P. Morgan India Private Limited

_______________________________

Authorised Signatory

Name: Nitin Maheshwari

Designation: Managing Director

J.P. Morgan India PrivateLimited

J.P. Morgan Tower, Off. C.S.T. Road, Kalina, Santacruz - East, Mumbai - 400 098

PUBLIC ANNOUNCEMENT UNDER REGULATION 6 READ WITH REGULATIONS 13(3), 14 AND 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED

FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF VEDANTA LIMITED

Voluntary open offer for acquisition of up to 371,750,500 (Three Hundred and Seventy One Million Seven Hundred Fifty Thousand Five Hundred) Equity Shares (as defined below), representing 10% of the fully diluted voting share capital of Vedanta Limited ("Target Company") from the Public Shareholders (as defined below) by Vedanta Resources Limited ("Acquirer") together with Twin Star Holdings Limited ("PAC 1"), Vedanta Holdings Mauritius Limited ("PAC 2") and Vedanta Holdings Mauritius II Limited ("PAC 3" together with PAC 1 and PAC 2 to be referred as "PACs"), in their capacity as the persons acting in concert with the Acquirer.

This public announcement ("Public Announcement" or "PA") is being issued by J.P. Morgan India Private Limited, the manager to the Offer ("Manager") for and on behalf of the Acquirer and the PACs to the Public Shareholders pursuant to and in compliance with Regulation 6 read with Regulations 13(3), 14 and 15(1), and other applicable regulations of the SEBI (SAST) Regulations (as defined below).

Definitions

For the purposes of this Public Announcement, the following terms would have the meaning assigned to them below:

1. "Equity Shares" means the fully paid up equity shares of the Target Company of the face value of INR 1 (Indian Rupee One only) each.
2. "Open Offer"/ "Offer" means the voluntary open offer made by the Acquirer and PACs to the Public Shareholders for the acquisition of up to 371,750,500 (Three Hundred and Seventy One Million Seven Hundred Fifty Thousand Five Hundred) Equity Shares, representing 10% of the fully diluted voting share capital of Target Company ("Voting Share Capital") from the Public Shareholders.
3. "Promoter Group" means members of the promoter and promoter group of the Target Company.
4. "Public Shareholders" means all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Open Offer, excluding the Acquirer, the PACs, other members of the Promoter Group, and other persons deemed to be acting in concert with the Acquirer and/or the PACs.
5. "SEBI (SAST) Regulations" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto.

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1. "SEBI" means the Securities and Exchange Board of India.

1. Details of the Offer

1. Offer Size: Up to 371,750,500 (Three Hundred and Seventy One Million Seven Hundred Fifty Thousand Five Hundred) Equity Shares, representing 10% of the Voting Share Capital subject to the terms and conditions mentioned in this Public Announcement, and to be set out in the detailed public statement ("DPS") and the letter of offer ("LOF"), that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
2. Offer Price/ Consideration: The Offer is made at a price of INR 160 (Indian Rupees One Hundred and Sixty only) per Equity Share ("Offer Price"), which has been determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Open Offer, the total consideration payable by the Acquirer and/or PAC(s) under the Offer, in accordance with the SEBI (SAST) Regulations, will be INR 59,480,080,000/- (Indian Rupees Fifty Nine Billion Four Hundred and Eighty Million and Eighty Thousand only).
3. Mode of Payment: The Offer Price will be paid in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
4. Type of Offer: The Open Offer is a voluntary offer in terms of Regulation 6 of the SEBI (SAST) Regulations. This Open Offer is not subject to any minimum level of acceptance.

2. Transaction which has triggered the Open Offer obligations (Underlying Transaction):

Not applicable since this Public Announcement is being issued pursuant to a voluntary offer in terms of Regulation 6 of the SEBI (SAST) Regulations.

Details of Underlying Transaction

Type of	Mode of transaction	Shares/ voting rights	Total consideration for	Mode of	Regulation
transaction	(agreement/ allotment/	acquired/ proposed to be	shares/ voting rights	payment (cash/	which has
(direct/ indirect)	market purchase)		acquired		acquired (in INR)	securities)	triggered
		Number	% vis a	vis total
			equity/	voting
			capital
Not applicable	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable

3. Details of the Acquirer/ PAC

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