SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,422,689,293

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,422,689,293

SC 13D/A 1 d172213dsc13da.htm SC 13D/A SC 13D/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Vedanta Limited

(Name of Issuer)

Equity shares, par value Re. 1 per equity share

(Title of Class of Securities)

92242Y100

(CUSIP Number)

Vedanta Resources Limited

Attention: Mr. Deepak Kumar

30 Berkeley Square, 4^th Floor,

London, W1J 6EX

United Kingdom

+44 20 7499 5900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92242Y100		13D		Page 1 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Resources Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 92242Y100		13D		Page 2 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Resources Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 92242Y100		13D		Page 3 of 24 Pages


1		NAMES OF REPORTING PERSONS Twin Star Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius


CUSIP No. 92242Y100		13D		Page 4 of 24 Pages


1		NAMES OF REPORTING PERSONS Volcan Investments Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas


CUSIP No. 92242Y100		13D		Page 5 of 24 Pages


1		NAMES OF REPORTING PERSONS Anil Agarwal Discretionary Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas


CUSIP No. 92242Y100		13D		Page 6 of 24 Pages


1		NAMES OF REPORTING PERSONS Conclave PTC Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas


CUSIP No. 92242Y100		13D		Page 7 of 24 Pages


1		NAMES OF REPORTING PERSONS Anil Agarwal
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION India


CUSIP No. 92242Y100		13D		Page 8 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Resources Finance Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 92242Y100		13D		Page 9 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Resources Cyprus Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus


CUSIP No. 92242Y100		13D		Page 10 of 24 Pages


1		NAMES OF REPORTING PERSONS Welter Trading Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus


CUSIP No. 92242Y100		13D		Page 11 of 24 Pages


1		NAMES OF REPORTING PERSONS Richter Holding Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus


CUSIP No. 92242Y100		13D		Page 12 of 24 Pages


1		NAMES OF REPORTING PERSONS Westglobe Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius


CUSIP No. 92242Y100		13D		Page 13 of 24 Pages


1		NAMES OF REPORTING PERSONS Finsider International Company Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 92242Y100		13D		Page 14 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Holdings Mauritius II Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius


CUSIP No. 92242Y100		13D		Page 15 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Holdings Jersey Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Jersey


CUSIP No. 92242Y100		13D		Page 16 of 24 Pages


1		NAMES OF REPORTING PERSONS Vedanta Holdings Mauritius Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius


CUSIP No. 92242Y100		13D		Page 17 of 24 Pages

Explanatory Note

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on September 3, 2014 (as amended to date, the “Statement”), relating to the equity shares, par value Re. 1 per equity share (the “Equity Shares”) of Vedanta Limited (formerly known as Sesa Sterlite Limited), a corporation incorporated under the laws of the Republic of India (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

ITEM 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented as follows to add the following Reporting Persons:

Vedanta Holdings Jersey Limited (“Jersey”); and

Vedanta Holdings Mauritius Limited (“Mauritius”)

Vedanta Holdings Jersey Limited is the sole shareholder of Vedanta Holdings Mauritius Limited.

The address of the principal business office of Jersey is: 47 Esplanade, St Helier, JE1 0BD.

The address of the principal business office of Mauritius is: c/o Amicorp (Mauritius) Limited, 6th Floor, Tower 1, NexTeracom Building, Ebene, Mauritius.

Information with respect to the directors and officers of Jersey and Mauritius, including the name, business address, present principal occupation or employment and citizenship of each of their directors and officers is listed on the attached Annex A, which is incorporated herein by reference.

During the past five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 4.

Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented as follows:

On April 16, 2021, Vedanta, Twin Star Holdings Limited (“Twin Star”), Mauritius and Vedanta Holdings Mauritius II Limited (“Mauritius II” and, together with Vedanta, Twin Star and Mauritius II, the “Acquirer Group”) completed a tender offer to acquire up to 651,000,000 Equity Shares representing 17.51% of the fully diluted voting share capital of the Issuer, at a price per Equity Share of INR 235 (the “Tender Offer”). A total of 374,231,161 Equity Shares (the “Tendered Shares”) were tendered and not validly withdrawn prior to the expiration of the Tender Offer, representing approximately 10.1% of the Equity Shares outstanding as of April 16, 2021 on a fully diluted basis. The total consideration paid by the Acquirer Group for the Tendered Shares was INR 87,944,322,835.


CUSIP No. 92242Y100		13D		Page 18 of 24 Pages

ITEM 5.

Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety by inserting the following information:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Equity Shares beneficially owned by each of the Reporting Persons, as well as the number of Equity Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof, based on 3,717,196,639 Equity Shares outstanding as of April 16, 2021.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Mr. Anil Agarwal		2,422,689,293		65.2	%		0		2,422,689,293		0		2,422,689,293
Conclave PTC Limited (“Conclave”)		2,422,689,293		65.2	%		0		2,422,689,293		0		2,422,689,293
Anil Agarwal Discretionary Trust (the “Trust”)		2,422,689,293		65.2	%		0		2,422,689,293		0		2,422,689,293
Volcan Investments Limited (“Volcan”)		2,422,689,293		65.2	%		0		2,422,689,293		0		2,422,689,293
Vedanta Resources Limited (“Vedanta”)		2,422,689,293		65.2	%		0		2,422,689,293		0		2,422,689,293
Vedanta Resources Holdings Limited (“VRHL”)		2,315,346,588		62.3	%		0		2,315,346,588		0		2,315,346,588
Twin Star Holdings Limited (“Twin Star”)		1,620,820,572		43.6	%		0		1,620,820,572		0		1,620,820,572
Vedanta Resources Finance Limited (“VRFL”)		694,526,016		18.7	%		0		694,526,016		0		694,526,016
Vedanta Resources Cyprus Limited (“VRCL”)		694,526,016		18.7	%		0		694,526,016		0		694,526,016
Welter Trading Limited (“Welter”)		38,241,056		1.0	%		0		38,241,056		0		38,241,056
Richter Holding Limited (“Richter”)		656,284,960		17.7	%		0		656,284,960		0		656,284,960
Westglobe Limited (“Westglobe”)		44,343,139		1.2	%		0		44,343,139		0		44,343,139
Finsider International Company Limited (“Finsider”)		611,941,821		16.5	%		0		611,941,821		0		611,941,821
Vedanta Holdings Mauritius II Limited (“Mauritius II”)		210,445,341		5.7	%		0		210,445,341		0		210,445,341
Vedanta Holdings Jersey Limited (“Jersey”)		107,342,705		2.9	%		0		107,342,705		0		107,342,705
Vedanta Holdings Mauritius Limited (“Mauritius”)		107,342,705		2.9	%		0		107,342,705		0		107,342,705


CUSIP No. 92242Y100		13D		Page 19 of 24 Pages

Vedanta is the beneficial owner of 2,422,689,293 Equity Shares, consisting of:

(i)

1,620,820,572 Equity Shares held by Twin Star;

(ii)

401,496,480 Equity Shares held by Finsider;

(iii)

44,343,139 Equity Shares held by Westglobe;

(iv)

38,241,056 Equity Shares held by Welter;

(v)

210,445,341 Equity Shares held by Mauritius II; and

(vi)

107,342,705 Equity Shares held by Mauritius.

Vedanta is the sole shareholder of VRHL, which is the sole shareholder of Twin Star and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider. Finsider is the sole shareholder of Mauritius II. Vedanta is also the sole shareholder of Jersey, which is the sole shareholder of Mauritius.

Volcan is the sole shareholder of Vedanta, and is wholly owned by the Trust. Conclave is the trustee of the Trust and the sole registered shareholder of Volcan. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Mr. Agarwal disclaims any such beneficial ownership.


CUSIP No. 92242Y100		13D		Page 20 of 24 Pages

None of the other Related Persons beneficially owns any Equity Shares.

Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any Equity Shares owned beneficially or of record by any other person named in this Item 5(a)-(b).

(c)	Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Equity Shares.

(d)

None.

(e)	Not Applicable.

ITEM 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:


Exhibit Number		Description

1		Joint Filing Agreement.


CUSIP No. 92242Y100		13D		Page 21 of 24 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 21, 2021


VEDANTA RESOURCES LIMITED

By:		/s/ Deepak Kumar
Name:		Deepak Kumar
Title:		Company Secretary

VEDANTA RESOURCES HOLDINGS LIMITED

By:		/s/ Deepak Kumar
Name:		Deepak Kumar
Title:		Director

TWIN STAR HOLDINGS LIMITED

By:		/s/ Sevin Chendriah
Name:		Sevin Chendriah
Title:		Director

VOLCAN INVESTMENTS LIMITED

By:		/s/ E. Isaac Collie
Name:		E. Isaac Collie
Title:		Director

ANIL AGARWAL DISCRETIONARY TRUST

By:		/s/ E. Isaac Collie
Name:		E. Isaac Collie
Title:		Director of Trustee


CUSIP No. 92242Y100		13D		Page 22 of 24 Pages


CONCLAVE PTC LIMITED

By:		/s/ E. Isaac Collie
Name:		E. Isaac Collie
Title:		Director

FINSIDER INTERNATIONAL COMPANY LIMITED

By:		/s/ Deepak Kumar
Name:		Deepak Kumar
Title:		Director

WESTGLOBE LIMITED

By:		/s/ Sevin Chendriah
Name:		Sevin Chendriah
Title:		Director

WELTER TRADING LIMITED

By:		/s/ Alexis Tsielepis
Name:		Alexis Tsielepis
Title:		Director

RICHTER HOLDING LIMITED

By:		/s/ Sanjay Pandit
Name:		Sanjay Pandit
Title:		Director

VEDANTA RESOURCES CYPRUS LIMITED

By:		/s/ Sanjay Pandit
Name:		Sanjay Pandit
Title:		Director


CUSIP No. 92242Y100		13D		Page 23 of 24 Pages


VEDANTA RESOURCES FINANCE LIMITED

By:		/s/ Deepak Kumar
Name:		Deepak Kumar
Title:		Director

VEDANTA HOLDINGS MAURITIUS II LIMITED

By:		/s/ Shakill Ahmad Toorabally
Name:		Shakill Ahmad Toorabally
Title:		Director

VEDANTA HOLDINGS JERSEY LIMITED

By:		/s/ Stephanie Rose Marriott
Name:		Stephanie Rose Marriott
Title:		Director

VEDANTA HOLDINGS MAURITIUS LIMITED

By:		/s/ Shakill Ahmad Toorabally
Name:		Shakill Ahmad Toorabally
Title:		Director

ANIL AGARWAL

By:		/s/ Anil Agarwal


CUSIP No. 92242Y100		13D		Page 24 of 24 Pages

Annex A

Annex A of the Schedule 13D is hereby amended and supplemented by the following:

Vedanta Holdings Jersey Limited


Name	Present Principal Occupation or Employment	Citizenship
Stephanie Rose Marriott	Director	British
Danny Cole	Director	British

Vedanta Holdings Mauritius Limited

Name	Present Principal Occupation or Employment	Citizenship
Shakill Ahmad Toorabally	Director	Mauritian
Mr. Ashwanee Ramsurrun	Director	Mauritian