Response of the Office of Mergers and Acquisition
Division of Corporation Finance

March 15, 2021

Via Email

Paul Dudek
Latham & Watkins LLP
Paul.dudek@lw.com

Re: Partial Tender Offer for Vedanta Limited
Request for Exemptive Relief from Exchange Act Rules 14d-7(a) and 14e-1(a)

Dear Mr. Dudek:

We are responding to your letter dated March 13, 2021, addressed to Ted Yu and Christina Chalk and the accompanying letter from Indian counsel. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy. Unless otherwise noted, capitalized terms have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-7(a) and 14e-1(a). These exemptions permit the Tender Offer to remain open for a fixed period of 10 working days (as defined in your letter) and to proceed without withdrawal rights, as required under Indian law.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Indian counsel, including but not limited to the following:

• Indian law mandates that the Tender Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 working days, which cannot be reduced or increased;
• based on the advice of Indian counsel, the Promoter Group does not believe the SEBI will grant exemptive relief from these requirements;
• shareholders received notice of, and information about, the Tender Offer and its terms before the Tender Offer will commence, as described in your letter;
• the Promoter Group will publish a notice in the national print edition of the New York Times, disclosing the basic terms of the Tender Offer on the date the Letter of Offer is dispatched to shareholders;
• at least (i) 15 working and business days (as defined in your letter) and approximately 21 calendar days will elapse between the dispatch of the Letter of Offer and the end of the Tender Offer; and (ii) approximately 57 working days, 57 business days and 80 calendar days will elapse between the date of public announcement of the Tender Offer and its expiration;
• Indian law does not permit withdrawal rights in the Tender Offer and the SEBI has declined to provide a waiver from such prohibition;
• although ADS holders must cancel their ADSs and tender the underlying Shares to participate in the Tender Offer, the holders may re-deposit the Shares with the ADS depositary without cancellation or withdrawal fees if Shares underlying ADSs are not accepted as a result of prorationing; and
• except for this exemptive relief, the Tender Offer will comply with all applicable U.S. federal securities laws.

These exemptions are based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise. In granting this exemptive relief, we are not expressing a position regarding the timeliness or completeness of the Promoter Group’s beneficial ownership filings and other disclosures regarding this Tender Offer.