Private & Confidential – For Private Circulation Only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). VEDANTA LIMITED Incorporated as Public Company under the Companies Act, 1956 and validly subsisting under the Companies Act, 2013. The Company is presently listed on The National Stock Exchange of India Limited and The BSE Limited Registered Office: Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - 403 001 Tel No: 91-832 246 0600; Fax No: +91-832 246 0690 Website: www.vedantalimited.com; CIN:L13209GA1965PLC000044 INFORMATION MEMORANDUM/ PRIVATE PLACEMENT OFFER LETTER Disclosure Document for Private Placement of Secured, Rated, Non-Cumulative, Redeemable Debentures of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each upto Rs. 500,00,00,000/- (Rupees Five Hundred Crores Only) GENERAL RISK For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. ISSUER’S RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT Rating The NCDs are rated by CRISIL as “CRISIL AA-/Stable” (pronounced as CRISIL double A minus rating with stable outlook). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating obtained is subject to revision, suspension or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. LISTING The Secured, Rated, Redeemable, Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd (BSE). Issue Schedule October 07, 2016 Issue Opens on Issue Closes On October 07, 2016 Allotment/Deemed Date of Allotment October 07, 2016 The Issuer reserves its sole and absolute right to modify (prepone/postpone) the above issue schedule without giving any reason or prior notice. PARTIES TO THE ISSUE CREDIT RATING AGENCY TRANSFER AGENT DEBENTURE TRUSTEES CRISIL Limited Karvy Computershare Pvt Ltd Axis Trustee Services Limited CRISIL House, Central Avenue, 24-B, Rajabahadur Mansion 6, Axis House, 2nd Floor Hiranandani Business Parks, Ambalal Doshi Marg Wadia International Centre Powai, Mumbai – 400 076 Behind BSE, Fort P B Marg, Worli Mumbai - 400 023 Mumbai – 400025 Ph: +91 22 3342 3000 Fax: +91 22 4040 5800 Ph: 022 – 6623 5454 Ph: 022 – 2425 2525 Fax: 022 – 6633 1135 Fax:022 - 2425 4200 2 DISCLAIMER DISCLAIMER OF THE ISSUER This Private Placement Offer Letter is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures is being made strictly on a private placement basis. This Private Placement Offer Letter is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the NCDs to the public in general. This Private Placement Offer Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act or any other prevailing rules and regulations. This Private Placement Offer Letter has been prepared in conformity with the applicable SEBI Regulations and the Companies Act. Pursuant to Section 42 of the Companies Act, 2013 and Rule 14(3) of the PAS Rules, the Issuer shall file a copy of this Private Placement Offer Letter with the Registrar of Company, Bombay Stock Exchange and Securities Exchange Board of India within a period of 30 (thirty) days of circulation of this Private Placement Offer Letter as applicable. This Private Placement Offer Letter / Information Memorandum has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Private Placement Offer Letter does not purport to contain all the information that any potential investor may require. Neither this nor any other information or document supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer Letter should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in these Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Private Placement Offer Letter (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact. It has not omitted any material fact necessary to make and the statements made herein are not misleading in the light of the circumstances under which they are made. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Private Placement Offer Letter or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Information Memorandum / Private Placement Offer Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Private Placement Offer Letter are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The potential investors shall be required to independently procure all the licenses and approvals, if applicable, prior to subscribing to the NCDs and the Issuer shall not be responsible for the same. 3 DISCLAIMER No invitation is being made to any persons other than those to whom the Private Placement Offer Letter along with the documents annexed hereto being issued have been sent by or on behalf of the Issuer. Any application by a person to whom this Information Memorandum / Private Placement Offer Letter has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Private Placement Offer Letter shall maintain utmost confidentiality regarding the contents of this Private Placement Offer and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Each person receiving this Private Placement Offer Letter acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Private Placement Offer Letter to reflect subsequent events after the date of circulation of this Private Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Private Placement Offer Letter nor any issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Private Placement Offer Letter in any jurisdiction where such action is required. The distribution of this Private Placement Offer and the offering and issue of the Debentures may be restricted by law in certain jurisdictions.