Vedanta : Intimation for Detailed Public Statement for Voluntary Open Offer

VEDL/Sec./SE/20-21/158

January 15, 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,

In connection with the receipt of the public announcement dated January 09, 2021 regarding the voluntary open offer made by Vedanta Resources Limited along with persons acting in concert ("Public Announcement") and subsequent corrigendum dated January 14, 2021 issued to the Public Announcement, this is to inform you that the Company has received a copy of the detailed public statement (published on January 15, 2021) ("DPS").

A copy of the DPS is enclosed herewith 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 15, 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").

The Acquirer, together with the PACs, had made a public announcement for the Voluntary Open Offer dated January 9, 2021, which was duly intimated / sent to BSE Limited, National Stock Exchange of India Limited, SEBI and the Target Company on January 9, 2021. Further, the Acquirer, together with the PACs, had also made a corrigendum to the public announcement on January 14, 2021 which was duly intimated / sent to BSE Limited, National Stock Exchange of India Limited, SEBI and the Target Company on January 14, 2021.

Pursuant to and in compliance with inter alia Regulation 14(3) of the Takeover Regulations, the Acquirer together the PACs have made the detailed public statement dated January 14, 2021 ("DPS") in relation to the Voluntary Open Offer which was published on January 15, 2021 in accordance with Regulation 14(3) of the Takeover Regulations.

Further as required under Regulation 14(4) of the Takeover Regulations, please find enclosed a copy of the DPS.

J.P. Morgan India PrivateLimited

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

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

Thank you.

Yours sincerely,

For JP Morgan India Private Limited

_______________________________

Authorised Signatory

Name: Nitin Maheshwari

Designation: Managing Director

2

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 6 READ WITH 13(4), 14(3) AND 15(2)

OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, TO THE PUBLIC SHAREHOLDERS OF

VEDANTA LIMITED

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

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

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 VOTING SHARE CAPITAL (AS DEFINED BELOW) OF VEDANTA LIMITED ("TARGET COMPANY") AT A PRICE OF INR 160 (INDIAN RUPEES ONE HUNDRED AND SIXTY ONLY) PER EQUITY SHARE 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 ("OFFER"/ "OPEN OFFER").

This detailed public statement ("DPS") is being issued by J.P. Morgan India Private Limited, the manager to the Open Offer ("Manager to the Offer" or "Manager"), for and on behalf of the Acquirer and the PACs, in compliance with Regulations 6 read with Regulations 13(4), 14(3) and 15(2) and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations"), pursuant to the public announcement dated January 09, 2021 ("PA") in relation to this Offer, which was filed with the BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE" and together with BSE "Stock Exchanges"), the Securities and Exchange Board of India ("SEBI") on January 09, 2021 and sent to the Target Company on January 09, 2021, in terms of Regulation 14(1) and 14(2) of the SEBI (SAST) Regulations. A corrigendum to the PA was issued by the Manager on behalf of the Acquirer and the PACs on January 14, 2021 ("Corrigendum"). A copy of the Corrigendum was filed on January 14, 2021 with the Stock Exchanges and SEBI and sent to the Target Company on January 14, 2021 in accordance with the SEBI (SAST) Regulations.

For the purposes of this DPS, the following terms would have the meaning

2.4.

PAC 1 is part of the Vedanta Group and is an indirect subsidiary of

4.8. As on the date of this DPS, the PAC 3 has not been prohibited by

assigned to them herein below:

2.5.

the Acquirer.

SEBI from dealing in securities pursuant to any directions issued

"Equity Shares" means the fully paid up equity shares of the Target Company

PAC 1 is wholly owned by Vedanta Resources Holdings Limited

under Section 11B of the SEBI Act or under any other regulations

2.6.

which in turn is wholly owned by the Acquirer.

4.9.

made under the SEBI Act.

of the face value of INR 1 (Indian Rupee One only) each.

The shares issued by PAC 1 are not listed on any stock exchange

The

key financial

information of PAC 3 based on its

"Promoter Group" means members of the promoter and promoter group of

2.7.

in India or abroad.

unaudited standalone financial statements for a period from June

As on the date of this DPS, PAC 1, its directors and key employees

29, 2020 (date of incorporation) to September 30, 2020, is set out

the Target Company.

do not have any relationship with or interest in the Target Company

in table-5.

promoters or key

employees have

"Public Shareholders" means all the public shareholders of the Target

except for PAC 1 being one of the members of the Promoter Group

4.10. PAC

3 or its directors,

and holding 1,379,377,457 Equity Shares (representing 37.11% of

not been declared as: (a) wilful defaulter by any bank or financial

Company who are eligible to tender their Equity Shares in the Open Offer,

2.8.

the Voting Share Capital).

institution or consortium thereof; or (b) a fugitive economic

excluding the Acquirer, the PACs, other members of the Promoter Group, and

As on the date of this DPS, PAC 1 has not been prohibited by SEBI

offender under Section 12 of the Fugitive Economic Offenders

other persons deemed to be acting in concert with the Acquirer and/or the

from dealing in securities pursuant to any directions issued under

Act, 2018.

PACs.

Section 11B of the SEBI Act or under any other regulations made

5. Details of Seller

"Voting Share Capital" shall mean the fully diluted voting share capital of

2.9.

under the SEBI Act.

The key financial information of PAC 1 based on its audited

Not applicable, as this Open Offer is a voluntary open offer in terms of

Target Company.

standalone financial statements as of and for the financial years

"Working Day(s)" shall mean working days of the Securities and Exchange

ended on March 31, 2020, March 31, 2019, and March 31, 2018,

Regulation 6 of the SEBI (SAST) Regulations.

audited by the statutory auditor of PAC 1, and the unaudited

Board of India.

standalone financial statements as of and for the six months ended

I.

ACQUIRER, PACS, TARGET COMPANY AND OPEN OFFER

on September 30, 2020, is set out in table-3.

1.

Details of Vedanta Resources Limited ("Acquirer")

Table-3

In million, except per share data

1.1.

The Acquirer was incorporated on April 22, 2003, as a private

Particulars

As at and for the six

As at and for the

As at and for the

As at and for the

months ended on

financial year ended on

financial year ended on

financial year ended on

limited company under the laws of United Kingdom (company

September 30, 2020

March 31, 2020

March 31, 2019

March 31, 2018

registration number 4740415). It was incorporated in the name

of Angelchange Limited. Subsequently, its name was changed to

INR

USD

INR

USD

INR

USD

INR

USD

Vedanta Resources Limited on June 26, 2003 and then to Vedanta

Resources Plc on November 20, 2003. The ordinary shares of the

Total revenue4(a)

1,390

19

10,207

139

32,022

437

34,563

471

Acquirer were listed on London Stock Exchange on December 05,

2003. Thereafter, on October 01, 2018, the ordinary shares of the

4(b)

(2,979)

(41)

413

6

23,195

316

29,269

399

Acquirer were delisted from London Stock Exchange pursuant to

Net income

the successful completion of the delisting offer made by Volcan

Earnings per

(125.8)

(1.7)

17.4

0.2

979.5

13.4

1,236.0

16.9

Investments Limited, the holding company of the Acquirer.

share4(c)

Consequently, on October 29, 2018, the Acquirer converted into a

private limited company pursuant to which its name was changed

Net worth/

84,710

1,155

87,690

1,196

116,446

1,588

96,022

1,309

to its present name.

1.2.

shareholders'

The registered office of the Acquirer is located at 8th Floor, 20

Farringdon Street, London, EC4A 4AB.

funds4(d)

1.3.

The Acquirer is a globally diversified natural resources company

Notes:

and is engaged in production of aluminium, copper, zinc, lead,

silver, iron ore, oil and gas and commercial energy. The Acquirer

(1) Since the financial statements of PAC 1 are prepared in USD, the functional currency of PAC 1, they have been converted into INR for the purpose

1.4.

has operations in India, Zambia, Namibia and South Africa.

of convenience of translation. USD to INR conversion has been assumed at a rate of USD 1 = INR 73.3344 as on January 8, 2021 (Source:

The Acquirer is part of the Vedanta Group. The PACs are indirect

Financial Benchmarks India Private Limited).

subsidiaries of the Acquirer. Save and except for the PACs, no

(2) The aforesaid financial statements have been prepared in accordance with international financial reporting standards. The financial information for

other person is acting in concert with the Acquirer for the purpose

the financial years ended on March 31, 2020, March 31, 2019, and March 31, 2018 has been extracted from the annual standalone statements of

of this Open Offer. Some entities or persons may be deemed to be

PAC 1 and have been audited by the statutory auditor of PAC 1.

acting in concert with the Acquirer in terms of Regulation 2(1)(q)(2)

(3) PAC 1 has confirmed that as per the applicable regulations in Mauritius, it is not required to prepare accounts and have them reviewed by the

of the SEBI (SAST) Regulations. However, neither such entities or

auditors of PAC 1 as of and for the six months period ended on September 30, 2020. Hence, the financial information for the six months ended

persons nor any other entities or persons are acting in concert with

on September 30, 2020 has been extracted from the management accounts which have been taken into account by the statutory auditor of

the Acquirer for the purpose of this Open Offer, within the meaning

the Acquirer at the time of preparing its interim consolidated financial statements for six months ended on September 30, 2020. The financial

1.5.

of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations.

information of PAC 1 for the period ended on September 30, 2020 is being subjected to limited review and will be presented in the letter of offer

As on date of this DPS, the shareholding pattern of the Acquirer is

(4)

which is to be issued in connection with this Open Offer.

set out in table-1.

(a) Total revenue consists of other operating income, investment revenue and other income.

(b) Net income is profit/(loss) after tax.

(c) Earning per share (EPS) is basic EPS computed by dividing profit/(loss) for the year attributable to equity holders of the parent by number

Table-1

of issued equity shares. This may not be in accordance with IAS 33. PAC 1 is exempted from disclosing EPS in accordance with IFRS in its

financial statements and hence the same is not audited by the statutory auditors.

Sr.

Name of the shareholders

No. of

% of

(d) Net worth/ shareholders' funds consists of share capital, share premium and retained earnings. Net worth is not disclosed in the financial

No.

shares held

share-

statements and hence is not audited by the statutory auditors.

holding

1

Volcan Investments Limited

187,488,092

65.7%

2.10. PAC 1 or its directors, promoters or key employees have not been

Table- 4

In million, except per share data

declared as: (a) wilful defaulter by any bank or financial institution or

2

Volcan Investments Cyprus

97,758,606

34.3%

consortium thereof; or (b) a fugitive economic offender under Section

Particulars

For the financial period from

Limited (a wholly owned

12 of the Fugitive Economic Offenders Act, 2018.

June 29, 2020

subsidiary of Volcan Invest-

3. Details of Vedanta Holdings Mauritius Limited ("PAC 2")

(date of incorporation) to

ments Limited)

3.1.

PAC 2 is a private limited company incorporated on June 29, 2020

September 30, 2020

Total

285,246,698

100.0%

INR

USD

under the laws of Mauritius (company registration number 172883

1.6.

The shares issued by the Acquirer are not listed on any stock

GBC). There has been no change in the name of PAC 2 since its

Total revenue

-

-

exchange in India or abroad.

incorporation.

1.7.

As on the date of this DPS, the Acquirer, its directors and key

3.2.

The registered office of the PAC 2 is located at C/o Amicorp (Mauritius)

Net income

3(a)

(535)

(7)

employees do not have any relationship with or interest in the

Limited, 6th Floor, Tower 1, Nexteracom Building, Ebene, Mauritius.

Target Company except for: (a) the Acquirer is one of the members

3.3.

PAC 2 is an investment holding company which is principally involved

Earnings per share

3(b)

(534,756)

(7,292)

of the Promoter Group; (b) Mr. Anil Agarwal, Executive Chairman

in the business of holding investments.

and a director on the board of directors of the Acquirer, is the Non-

3.4.

PAC 2 is part of the Vedanta Group and is an indirect subsidiary of the

Net worth/ shareholders'

(535)

(7)

Executive Chairman and a director on the board of directors of the

Acquirer.

3.5.

3(c)

Target Company; (c) Mr. Navin Agarwal, Executive Vice-Chairman

PAC 2 is wholly owned by Vedanta Holdings Jersey Limited which in

funds

and a director on the board of directors of the Acquirer, is the

3.6.

turn is wholly owned by the Acquirer.

Notes:

Executive Vice-Chairman and a director on the board of directors

The shares issued by PAC 2 are not listed on any stock exchange in

of the Target Company; (d) Mr. GR Arun Kumar, the Chief Financial

India or abroad.

(1)

Since the financial statements of PAC 2 are prepared in USD,

3.7.

the functional currency of PAC 2, they have been converted into

Officer of the Acquirer, is the Whole-Time Director and Chief

As on the date of this DPS, PAC 2, its directors and key employees

INR for the purpose of convenience of translation. USD to INR

Financial Officer of the Target Company and holds 8,000 Equity

do not have any relationship with or interest in the Target Company

conversion has been assumed at a rate of USD 1 = INR 73.3344

Shares; and (e) the Acquirer has entered into certain related party

3.8.

except for PAC 2 being one of the members of the Promoter Group.

as on January 8, 2021 (Source:

Financial Benchmarks India

transactions with the Target Company, which are disclosed in the

As on the date of this DPS, the PAC 2 has not been prohibited by SEBI

(2)

Private Limited).

annual report of the Target Company and disclosures made by the

from dealing in securities pursuant to any directions issued under

PAC 2 has confirmed that as per the applicable regulations

Target Company to the stock exchanges under Regulation 23(9)

Section 11B of the SEBI Act or under any other regulations made

in Mauritius, it is not required to prepare accounts and have

of the SEBI (Listing Obligations and Disclosure Requirements)

3.9.

under the SEBI Act.

them reviewed by the auditors of PAC 2 as of and for the six

1.8.

Regulations, 2015, as amended ("Listing Regulations").

The key financial information of PAC 2 based on its unaudited

months period ended on September 30, 2020. Hence the

As on the date of this DPS, the Acquirer has not been prohibited by

standalone financial statements for a period from June 29, 2020 (date

aforesaid financial statement has been prepared in accordance

SEBI from dealing in securities pursuant to any directions issued

of incorporation) to September 30, 2020, is set out in table-4.

with international financial reporting standards and has been

under Section 11B of the SEBI Act, 1992, as amended ("SEBI Act")

3.10. PAC 2 or its directors, promoters or key employees have not been

extracted from the management accounts which have been

1.9.

or under any other regulations made under the SEBI Act.

declared as: (a) wilful defaulter by any bank or financial institution

taken into account by the statutory auditor of the Acquirer at the

The key financial information of the Acquirer as of and for year

or consortium thereof; or (b) a fugitive economic offender under

time of preparing its interim consolidated financial statements

ended on March 31, 2020 and March 31, 2019 extracted from

Section 12 of the Fugitive Economic Offenders Act, 2018.

for six months ended on September 30, 2020. The aforesaid

financial information of PAC 2 is being subjected to limited review

its audited consolidated financial statements as of and for the

4. Details of Vedanta Holdings Mauritius II Limited ("PAC 3")

and will be presented in the letter of offer which is to be issued in

financial year on ended March 31, 2020 and financial information

(3)

connection with this Open Offer.

for year ended on March 31, 2018 extracted from audited financial

4.1.

PAC 3 is a private limited company incorporated on June 29, 2020

Net income is profit/(loss) after tax

statements as of and for year ended on March 31, 2019, audited by

(a)

the statutory auditor of the Acquirer, and the interim consolidated

under the laws of Mauritius (company registration number 172884

(b)

Earning per share (EPS) is basic EPS computed by dividing

financial statements for the six month ended on September 30,

GBC). There has been no change in the name of PAC 3 since its

profit/(loss) for the year attributable to equity holders of the

2020, which has been subject to limited review by the statutory

4.2.

incorporation.

parent by number of issued equity shares. This may not be in

auditor of the Acquirer, is set out in table-2.

The registered office of the PAC 3 is located at C/o Amicorp

accordance with IAS 33. PAC 2 is exempted from disclosing EPS

1.10. The Acquirer or its directors, promoters or key employees have

(Mauritius) Limited, 6th

Floor, Tower 1, Nexteracom Building, Ebene,

in accordance with IFRS in its financial statements and hence the

not been declared as: (a) wilful defaulter by any bank or financial

4.3.

Mauritius.

same is not audited by the statutory auditors.

institution or consortium thereof; or (b) a fugitive economic offender

PAC 3 is an investment holding company which is principally

(c) Net worth/ shareholders' funds consists of share capital and

under Section 12 of the Fugitive Economic Offenders Act, 2018.

4.4.

involved in the business of holding investments.

retained earnings. Net worth is not disclosed in the financial

PAC 3 is part of the Vedanta Group and is an indirect subsidiary of

statements and hence is not audited by the statutory auditors.

2. Details of Twin Star Holdings Limited ("PAC 1")

the Acquirer.

4.5.

PAC 3 is wholly owned by Finsider International Company Limited

2.1.

PAC 1 is a private limited company incorporated on January 12,

which in indirectly owned by the Acquirer.

Table-5

In million, except per share data

1993 under the laws of Mauritius (company registration number

4.6.

The shares issued by PAC 3 are not listed on any stock exchange

Particulars

For the financial period from June

C10809). There has been no change in the name of PAC 1 since its

4.7.

in India or abroad.

2.2.

incorporation.

As on the date of this DPS, PAC 3, its directors and key employees

29, 2020 (date of incorporation) to

The registered office of the PAC 1 is located at C/o IQ EQ Corporate

do not have any relationship with or interest in the Target Company

September 30, 2020

Services (Mauritius) Limited, 33 Edith Cavell Street, Port Louis

except for PAC 3 being one of the members of the Promoter Group

11324, Mauritius.

and holding 185,000,000 Equity Shares (representing 4.98% of the

INR

USD

2.3.

PAC 1 is an investment

holding

company which is principally

Voting Share Capital).

Total revenue

-

-

involved in the business of holding investments.

Net income 3(a)

(2,643)

(36)

Table- 2

In million, except per share data

Particulars

As at and for the six

As at and for the

As at and for the

As at and for the

Earnings per share 3(b)

(2,643,264)

(36,044)

months ended on

financial year ended on

financial year ended on

financial year ended on

Net worth/

(2,643)

(36)

September 30, 2020

March 31, 2020

March 31, 2019

March 31, 2018

shareholders' funds3(c)

INR

USD

INR

USD

INR

USD

INR

USD

Notes:

3(a)

376,645

5,136

903,920

12,326

1,009,375

13,764

1,166,970

15,913

(1)

Since the financial statements of PAC 3 are prepared in USD,

Total revenue

the functional currency of PAC 3, they have been converted into

3(b)

5,720

78

(128,115)

(1,747)

31,094

424

108,168

1,475

INR for the purpose of convenience of translation. USD to INR

Net income

conversion has been assumed at a rate of USD 1 = INR 73.3344

Earnings per

(50.1)

(0.7)

(403.0)

(5.5)

(60.9)

(0.8)

62.7

0.9

as on January 8, 2021 (Source:

Financial Benchmarks India

(2)

Private Limited).

share3(c)

PAC 3 has confirmed that as per the applicable regulations in

Mauritius, it is not required to prepare accounts and have them

Net worth/

(77,028)

(1,050)

(43,854)

(598)

111,982

1,527

137,795

1,879

reviewed by the auditors of PAC 3 as of and for the six months

shareholders'

period ended on September 30, 2020. Hence, the aforesaid

funds3(d)

financial statement has been prepared in accordance with

international financial reporting standards and has been extracted

Notes:

from the management accounts which have been taken into

account by the statutory auditor of the Acquirer at the time of

(1) Since the financial statements of the Acquirer are prepared in USD, the functional currency of the Acquirer, they have been converted into INR for

preparing its interim consolidated financial statements for six

the purpose of convenience of translation. USD to INR conversion has been assumed at a rate of USD 1 = INR 73.3344 as on January 8, 2021

months ended on September 30, 2020. The aforesaid financial

(Source: Financial Benchmarks India Private Limited).

information of PAC 3 is being subjected to limited review and

(2) The aforesaid annual financial statements for the financial year ended on 31 March 2020, 31 March 2019 and 31 March 2018 have been prepared

will be presented in the letter of offer which is to be issued in

and presented in accordance with international financial reporting standards ("IFRS") as adopted by the European Union and interim condensed

(3)

connection with this Open Offer.

financial statements for the period ended on September 30, 2020 has been prepared in accordance with International Accounting Standard

Net income is profit/(loss) after tax

("IAS") 34 Interim Financial Reporting as adopted by the European Union.

(a)

(b)

Earning per share (EPS) is basic EPS computed by dividing

(3)

(a) Total revenue consists of revenue, other operating income and investment revenue.

profit/(loss) for the year attributable to equity holders of the

(b) Net income is profit/(loss) after tax before share in profit/(loss) of non-controlling interest.

parent by number of issued equity shares. This may not be in

(c) Earning per share (EPS) is basic EPS computed by dividing profit/(loss) for the year attributable to equity holders of the parent by number of

accordance with IAS 33. PAC 3 is exempted from disclosing EPS

issued equity shares. This may not be in accordance with IAS 33. The Acquirer is exempted from disclosing EPS in accordance with IFRS in

in accordance with IFRS in its financial statements and hence the

its financial statements and hence the same is not audited by the Statutory auditors. For calculation of number of shares for the financial year

(c)

same is not audited by the statutory auditors.

ended on March 31, 2018, weighted average number of treasury shares have been reduced from the number of issued equity shares.

Net worth/ shareholders' funds consists of share capital and

(d) Net worth/shareholder's fund = Equity - Non-Controlling Interest - Hedging reserve - Capital reserve - Foreign currency translation reserve -

retained earnings. Net worth is not disclosed in the financial

statements and hence is not audited by the statutory auditors.

Investment revaluation reserve. Net worth is not disclosed in the financial statements and hence is not audited by the statutory auditors.

1. Details of Vedanta Limited ("Target Company")
2. 1. The Target Company was incorporated on June 25, 1965 as a private limited company under the laws of India as Sesa Goa Private Limited. The Target Company was converted into a public limited company pursuant to which its name was changed to
      Sesa Goa Limited with effect from April 16, 1981. Subsequently, the name of the Target Company was changed to Sesa Sterlite Limited on September 18, 2013 and further the name of the Target Company was changed to its present name i.e., Vedanta Limited with effect from April 21, 2015. The name of the Target Company has not undergone any change in the last three years. Its corporate identity number is L13209MH1965PLC291394.
   2. The registered office of the Target Company is located at 1st Floor, 'C' Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala,
      Andheri (East), Mumbai - 400 093.
   3. The Target Company is a globally diversified natural resources company engaged in the business of producing oil and gas, zinc, lead, silver, copper, iron ore, steel, aluminium and power across India, South Africa, Namibia and Australia.
   4. Equity Shares are listed on the BSE (Security ID: VEDL, Security
      Code: 500295) and NSE (Symbol: VEDL). The ISIN of Equity Shares is INE205A01025. The American Depositary Shares ("ADS") issued by the Target Company are listed on New York Stock Exchange.
   5. The Equity Shares are frequently traded on the NSE (as on the date the PA), for the purposes of Regulation 2(1)(j) of the SEBI (SAST) Regulations (further details provided in Part IV below (Offer Price)).
   6. As of the date of this DPS, the authorized share capital of the Target Company is INR 74,120,100,000 (Indian Rupees Seventy Four Billion One Hundred Twenty Million One Hundred Thousand only) divided into 44,02,01,00,000 Equity Shares of INR 1 (Indian Rupees 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 Target Company is INR 3,717,504,871 (Indian Rupees Three Billion Seven Hundred Seventeen Million Five Hundred 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.
   7. As of the date of this DPS, there are no (a) partly paid up Equity Shares; or (b) outstanding instruments in the nature of warrants or fully convertible debentures or partly convertible debentures/ preference shares/ employee stock options etc., which are convertible into Equity Shares at any later date, save and except the ADS issued by the Target Company. Each ADS represents 4 Equity Shares. As of January 08, 2021, 3,92,19,203 ADS are outstanding which can be converted into 15,68,76,812 Equity Shares.
   8. The brief financial information of the Target Company based on its audited consolidated financial statements for the financial years ended on March 31, 2020 and March 31, 2019 and financial information for year ended March 31, 2018 extracted from audited financial statements as of and for year ended March 31, 2019, audited by the statutory auditor of the Target Company, and the unaudited consolidated results as per Regulation 33 of the Listing Regulations for the six months period ended on September 30, 2020, reviewed by the statutory auditor of the Target Company (together referred to as "financial statements"), is set out in table-6.
3. Details of the Open Offer
4. 1. This Offer is a voluntary offer in terms of Regulation 6 of SEBI (SAST)
      Regulations.
   2. This Offer is being made by the Acquirer and PACs to the Public
      Shareholders to acquire 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 ("Offer Size"). If the number of Equity Shares validly tendered by the Public
      Shareholders under the Open Offer is more than the Offer Size, the Acquirer and/or any one or more PACs shall accept the Equity Shares received from the Public Shareholders on a proportionate basis in consultation with the Manager.
   3. All Equity Shares (up to the maximum set out above) validly tendered in the Open Offer will be acquired by the Acquirer and/or any one or more PACs in accordance with the terms and conditions set forth in this DPS and the letter of offer.
   4. The price being offered under this Open Offer is 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.
   5. The Offer Price will be payable in cash by the Acquirer and/ or
      PAC(s), as the case may be, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
   6. The Open Offer is not conditional on any minimum level of acceptance by the Public Shareholders in terms of Regulation 19 of the SEBI (SAST) Regulations.
   7. The Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
   8. As on the date of this DPS, to the best of the knowledge of the Acquirer and the PACs, there are no statutory approvals required to acquire the Equity Shares that are validly tendered pursuant to the
      Open Offer or to complete the Open Offer, save and except as set out in Part VI (Statutory and Other Approvals) of this DPS. However, in case any statutory or other approval becomes applicable prior to the completion of the Open Offer, the Open Offer would also be subject to such statutory or other approval(s) being obtained.
   9. Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer and/ or the PAC(s) shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Open Offer.
   10. In terms of Regulation 23(1) of the SEBI (SAST) Regulations, in the event that the approvals specified in Part VI (Statutory and Other Approvals) of this DPS or those which become applicable prior to completion of the Open Offer are not received, for reasons outside the reasonable control of the Acquirer and the PACs, then the Acquirer and the PACs shall have the right to withdraw the
       Open Offer. In the event of such a withdrawal of the Open Offer, the Acquirer and the PACs (through the Manager) shall, within 2
       Working Days of such withdrawal, make an announcement of such withdrawal stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
   11. The Equity Shares will be acquired by the Acquirer and/or any one or more PACs as fully paid-up, free from all liens, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof, and the tendering Public Shareholder shall have obtained all necessary consents for it to sell the Equity Shares on the foregoing basis.
   12. Non resident Indians ("NRIs"), overseas corporate bodies ("OCBs"), foreign institutional investors ("FIIs")/foreign portfolio Investors ("FPIs") and other non-resident holders of the Equity Shares, if any, must obtain all requisite approvals/ exemptions required, if any, to tender the Equity Shares held by them in this Open Offer, and submit such approvals/ exemptions along with the documents required to accept this Open Offer. Further, if the Public Shareholders who are not persons resident in India (including NRIs, OCBs, FIIs and FPIs) had required any approvals (including from the Reserve Bank of India or any other regulatory authority/ body) at the time of the original investment in respect of the Equity Shares held by them currently, they will be required to submit such previous approvals that they would have obtained for acquiring/holding the Equity Shares, along with the other documents required to be tendered to accept this
       Open Offer. If such approvals are not submitted, the Acquirer and/or the PACs reserve the right to reject such Equity Shares tendered in this Open Offer.
   13. Currently, the Acquirer and the PACs do not have any intention to dispose of or otherwise encumber any material assets or investments of the Target Company or any of its subsidiaries, by way of sale, lease, encumbrance, reconstruction, restructuring or otherwise for a period of 2 years from the closure of this Open Offer except: (a) in the ordinary course of business; and/ or (b) on account of regulatory approvals or conditions or compliance with any law that is binding on or applicable to the operations of the Target Company or its subsidiaries. If the Acquirer and the PACs intend to alienate any material asset of the Target Company or its subsidiaries, within a period of 2 years from completion of the Open Offer, the
       Target Company shall seek the approval of its shareholders as per the proviso to Regulation 25(2) of SEBI (SAST) Regulations before undertaking any such alienation.
   14. Pursuant to completion of this Open Offer, assuming full acceptances, the shareholding of the Public Shareholders in the Target Company shall not fall below the minimum public shareholding requirement as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957 read with the Listing Regulations.
   15. The Manager declares and undertakes not to deal, on their own account, in the Equity Shares during the Open Offer period.
   16. In terms of Regulation 6(1) of the SEBI (SAST) Regulations, during the Open Offer period, the Acquirer and/ or PACs will not acquire any Equity Shares other than those tendered in the Open Offer.