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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,863,458,132

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,863,458,132

Accession Number:: 0001193125-20-176979
Form Type:: 13D Filing
Publication Date:: 2020-06-24 06:08:14

Filed By:: Vedanta Resources Ltd
Company:: Vedanta Limited (NYSE:VEDL)
Filing Date:: 2020-06-24
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Vedanta Resources Limited	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Vedanta Resources Holdings Limited	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Twin Star Holdings Limited	1,379,377,457	1,379,377,457	1,379,377,457	37.1%
Volcan Investments Limited	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Anil Agarwal Discretionary Trust	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Conclave PTC Limited	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Anil Agarwal	1,863,458,132	1,863,458,132	1,863,458,132	50.1%
Vedanta Resources Finance Limited	484,080,675	484,080,675	484,080,675	13.0%
Vedanta Resources Cyprus Limited	484,080,675	484,080,675	484,080,675	13.0%
Welter Trading Limited	38,241,056	38,241,056	38,241,056	1.0%
Richter Holding Limited	445,839,619	445,839,619	445,839,619	12.0%
Westglobe Limited	44,343,139	44,343,139	44,343,139	1.2%
Finsider International Company Limited	401,496,480	401,496,480	401,496,480	10.8%

Filing

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. 3)*

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 Street, 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)

May 12, 2020

(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 persons 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 Pages

Explanatory Note

This Amendment No. 3 to Schedule 13D (Amendment No. 3) 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 3.

Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented by the following.

In connection with the proposed purchase of all of the publicly-held Equity Shares (as further described in Item 4 below), the Reporting Persons intend to enter into a credit facility with a financial institution in order to finance all or a portion of such purchases.

ITEM 4.

Purpose of Transaction

Item 4 is amended and supplemented by the following.

The Reporting Persons intend to proceed with their plan to acquire all of the publicly-held Equity Shares, as part of a larger process of corporate simplification. Vedanta Resources Ltd. sent a letter to the Issuer on May 12, 2020 summarizing the plan to voluntary delist the Equity Shares from BSE Limited and National Stock Exchange of India Limited, which are the recognized stock exchanges where the Equity Shares are presently listed and, if such delisting is successful, to also delist the Issuers American Depositary Shares from the New York Stock Exchange (NYSE) and deregister the Issuer from the Securities and Exchange Commission (SEC), in accordance with the requirements of the NYSE and the SEC.

The voluntary delisting is regulated by the Securities and Exchange Board of India (SEBI) and will be carried out in accordance and compliance with the SEBI requirements, rules and regulations, including, without limitation, Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the SEBI (Delisting of Equity Shares) Regulations, 2009.

The information contained in the press releases filed by the Issuer on Form 6-K on May 12, 2020 and May 14, 2020 is incorporated herein by reference, and such press releases are filed as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

General

The Reporting Persons have acquired the Equity Shares for investment purposes and review their investment in the Issuer on a continuing basis. Depending on the overall market conditions, performance and prospects of the Issuer, other investment opportunities available to the Reporting Persons, and the market prices of the Equity Shares and other investment considerations, the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities, or suggest or take a position with respect to the management, operations or capital structure, of the Issuer, including by taking, proposing or supporting one or more of the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.


CUSIP No. 92242Y100		13D		Page 15 of 18 Pages

The Reporting Persons, including Mr. Anil Agarwal in his capacity as Non-executive Chairman of the Issuer, may engage in communications with the Issuers directors, management, stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans, strategies or proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions described in the foregoing paragraph.

ITEM 7.

Material to be Filed as Exhibits


Exhibit No.		Description

Exhibit 99.1		Press release filed by the Issuer on Form 6-K dated May 12, 2020

Exhibit 99.2		Press release filed by the Issuer on Form 6-K dated May 14, 2020


CUSIP No. 92242Y100		13D		Page 16 of 18 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: June 24, 2020


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/ Gyaneshwarnath Gowrea
Name:		Gyaneshwarnath Gowrea
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 17 of 18 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/ Gyaneshwarnath Gowrea
Name:		Gyaneshwarnath Gowrea
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 18 of 18 Pages


VEDANTA RESOURCES FINANCE LIMITED

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

ANIL AGARWAL

By:		/s/ Anil Agarwal