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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,048,458,132

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,048,458,132

Accession Number:: 0001193125-21-001710
Form Type:: 13D Filing
Publication Date:: 2021-01-05 12:09:16

Filed By:: Vedanta Resources Ltd
Company:: Vedanta Limited (NYSE:VEDL)
Filing Date:: 2021-01-05
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	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Vedanta Resources Holdings Limited	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Twin Star Holdings Limited	1,379,377,457	1,379,377,457	1,379,377,457	37.1%
Volcan Investments Limited	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Anil Agarwal Discretionary Trust	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Conclave PTC Limited	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Anil Agarwal	2,048,458,132	2,048,458,132	2,048,458,132	55.1%
Vedanta Resources Finance Limited	669,080,675	669,080,675	669,080,675	18.0%
Vedanta Resources Cyprus Limited	669,080,675	669,080,675	669,080,675	18.0%
Welter Trading Limited	38,241,056	38,241,056	38,241,056	1.0%
Richter Holding Limited	630,839,619	630,839,619	630,839,619	17.0%
Westglobe Limited	44,343,139	44,343,139	44,343,139	1.2%
Finsider International Company Limited	586,496,480	586,496,480	586,496,480	15.8%
Vedanta Holdings Mauritius II Limited	185,000,000	185,000,000	185,000,000	5.0%

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. 4)*

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)

December 24, 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 Pages

Explanatory Note

This Amendment No. 4 to Schedule 13D (Amendment No. 4) 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 Mauritius II Limited (Mauritius II)

Finsider International Company Limited (Finsider) is the sole shareholder of Mauritius II.

The Directors of Mauritius II are: Mr. Shakill Ahmad Toorabally and Mr Rajiv Mangar.

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

Information with respect to the directors and officers of Mauritius II, 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 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On December 24, 2020, Mauritius II purchased 185,000,000 Equity Shares for aggregate cash consideration of Rs. 29,589,090,282, or Rs. 159.941 per share, through a bulk deal on the BSE and National Stock Exchange of India (the December 2020 Equity Share Purchase). The December 2020 Equity Share Purchase was funded in part by the issuance of approximately $400 million of notes to OCM Verde XI Investment Pte. Ltd., an entity affiliated with Oaktree Capital Group LLC (the Note Issuance). The notes are partly secured by Equity Shares held by the Reporting Persons.


CUSIP No. 92242Y100		13D		Page 16 of 21 Pages

ITEM 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Item 3 above summarizes the December 2020 Equity Share Purchase and the Note Issuance and is incorporated herein by reference.

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 the date of this filing.


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		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Conclave PTC Limited (Conclave)		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Anil Agarwal Discretionary Trust (the Trust)		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Volcan Investments Limited (Volcan)		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Vedanta Resources Limited (Vedanta)		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Vedanta Resources Holdings Limited (VRHL)		2,048,458,132		55.1	%		0		2,048,458,132		0		2,048,458,132
Twin Star Holdings Limited (Twin Star)		1,379,377,457		37.1	%		0		1,379,377,457		0		1,379,377,457
Vedanta Resources Finance Limited (VRFL)		669,080,675		18.0	%		0		669,080,675		0		669,080,675
Vedanta Resources Cyprus Limited (VRCL)		669,080,675		18.0	%		0		669,080,675		0		669,080,675
Welter Trading Limited (Welter)		38,241,056		1.0	%		0		38,241,056		0		38,241,056
Richter Holding Limited (Richter)		630,839,619		17.0	%		0		630,839,619		0		630,839,619
Westglobe Limited (Westglobe)		44,343,139		1.2	%		0		44,343,139		0		44,343,139
Finsider International Company Limited (Finsider)		586,496,480		15.8	%		0		586,496,480		0		586,496,480
Vedanta Holdings Mauritius II Limited (Mauritius II)		185,000,000		5.0	%		0		185,000,000		0		185,000,000


CUSIP No. 92242Y100		13D		Page 17 of 21 Pages

Vedanta is the beneficial owner of 2,048,458,132 Equity Shares, consisting of:

(i)

1,379,377,457 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 Trading Limited; and

(v)

185,000,000 Equity Shares held by Mauritius II.

Volcan is the majority shareholder of Vedanta, which 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.

Volcan 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 18 of 21 Pages

None of the other Reporting Persons or 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)	During the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Equity Shares other than the December 2020 Equity Share Purchase.

(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 19 of 21 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: January 4, 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 20 of 21 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 21 of 21 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

ANIL AGARWAL

By:		/s/ Anil Agarwal

Annex A

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

Vedanta Holdings Mauritius II Limited


Name	Present Principal Occupation or Employment	Citizenship
Shakill Ahmad Toorabally	Director	Mauritian
Rajiv Mangar	Director	Mauritian