SEC Info - Vedanta Resources Ltd., et al. - ‘SC 13D/A’ on 1/11/22 re: Vedanta Ltd.

Vedanta Resources Ltd., et al. – ‘SC 13D/A’ on 1/11/22 re: Vedanta Ltd.

Vedanta Resources Ltd., et al. – ‘SC 13D/A’ on 1/11/22 re: Vedanta Ltd.

On: Tuesday, 1/11/22, at 6:58pm ET · As of: 1/12/22 · Accession #: 1193125-22-6984 · File #: 5-83797

Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D — WA’68

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On: Tuesday, 1/11/22, at 6:58pm ET · As of: 1/12/22 · Accession #: 1193125-22-6984 · File #: 5-83797

Previous ‘SC 13D’: ‘SC 13D/A’ on 12/7/21 · Latest ‘SC 13D’: This Filing

Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D — WA’68Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D — WA’68

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/12/22  Vedanta Resources Ltd.            SC 13D/A    1/11/22    1:325K Vedanta Ltd.                      Donnelley … Solutions/FA
          Anil Agarwal
          Anil Agarwal Discretionary Trust
          Conclave PTC Ltd.
          Finsider International Co. Ltd.
          Richter Holding Ltd.
          Twin Star Holdings Ltd.
          Vedanta Holdings Jersey Ltd.
          Vedanta Holdings Mauritius II Ltd.
          Vedanta Holdings Mauritius Ltd.
          Vedanta Netherland Investment BV
          Vedanta Resources Cyprus Ltd.
          Vedanta Resources Finance Ltd.
          Vedanta Resources Holdings Ltd.
          Vedanta Resources Ltd.
          Vedanta Uk Investment Ltd.
          Volcan Investments Ltd.
          Welter Trading Ltd.
          Westglobe Ltd.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML    150K 
                Beneficial Ownership by an "Active" Investor

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. 9)*

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 Berkley 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 28, 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


1		NAMES OF REPORTING PERSONS Vedanta UK 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 United Kingdom


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


1		NAMES OF REPORTING PERSONS Vedanta Netherlands Investments BV
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 The Netherlands


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

Explanatory Note

This Amendment No. 9 to Schedule 13D 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 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 Statement, 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 3,717,199,039 Equity Shares outstanding as of December 28, 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		2,590,189,293		69.7	%		0		2,590,189,293		0		2,590,189,293
Conclave PTC Limited (“Conclave”)		2,590,189,293		69.7	%		0		2,590,189,293		0		2,590,189,293
Anil Agarwal Discretionary Trust (the “Trust”)		2,590,189,293		69.7	%		0		2,590,189,293		0		2,590,189,293
Volcan Investments Limited (“Volcan”)		2,590,189,293		69.7	%		0		2,590,189,293		0		2,590,189,293
Vedanta Resources Limited (“Vedanta”)		2,590,189,293		69.7	%		0		2,590,189,293		0		2,590,189,293
Vedanta Resources Holdings Limited (“VRHL”)		2,482,846,588		66.8	%		0		2,482,846,588		0		2,482,846,588


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


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:
Twin Star Holdings Limited (“Twin Star”)		1,724,805,858		46.4	%		0		1,724,805,858		0		1,724,805,858
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”)		0		0.0	%		0		0		0		0
Finsider International Company Limited (“Finsider”)		656,284,960		17.7	%		0		656,284,960		0		656,284,960
Vedanta Holdings Mauritius II Limited (“Mauritius II”)		492,820,420		13.3	%		0		492,820,420		0		492,820,420
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
Vedanta UK Investments Limited (“UK Investment”)		63,514,714		1.7	%		0		63,514,714		0		63,514,714
Vedanta Netherlands Investments BV (“Netherlands”)		63,514,714		1.7	%		0		63,514,714		0		63,514,714

Vedanta is the beneficial owner of 2,590,189,293 Equity Shares, consisting of:

(i)

1,724,805,858 Equity Shares held by Twin Star;

(ii)

163,464,540 Equity Shares held by Finsider;

(iii)

38,241,056 Equity Shares held by Welter;

(iv)

492,820,420 Equity Shares held by Mauritius II;

(v)

107,342,705 Equity Shares held by Mauritius; and


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

(vi)

63,514,714 Equity Shares held by Netherlands.

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 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. VRHL is the sole shareholder of UK Investment, which is the sole shareholder of Netherlands.

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.

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)	In December 2021, Finsider transferred 238,031,940 Equity Shares to Mauritius II and Westglobe transferred 44,343,139 Equity Shares to Mauritius II.

(d)

None.

(e)	As of December 28, 2021, as a result of the transactions described herein, Westglobe ceased to be the beneficial owner of any Equity Shares.


CUSIP No. 92242Y100		13D		Page 22 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: January 11, 2022


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/ *Lawrence Collie*
Name:		Lawrence Collie
Title:		Director

ANIL AGARWAL DISCRETIONARY TRUST

By:		/s/ *Lawrence Collie*
Name:		Lawrence Collie
Title:		Director of Trustee


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


CONCLAVE PTC LIMITED

By:		/s/ *Lawrence Collie*
Name:		Lawrence 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 24 of 24 Pages


VEDANTA RESOURCES FINANCE LIMITED

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

VEDANTA HOLDINGS MAURITIUS II LIMITED

By:		/s/ *Ashwanee Ramsurrun*
Name:		Ashwanee Ramsurrun
Title:		Director

VEDANTA HOLDINGS JERSEY LIMITED

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

VEDANTA HOLDINGS MAURITIUS LIMITED

By:		/s/ *Ashwanee Ramsurrun*
Name:		Ashwanee Ramsurrun
Title:		Director

VEDANTA UK INVESTMENTS LIMITED

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

VEDANTA NETHERLANDS INVESTMENTS BV

By:		/s/ *E.S. Anink-Tjon Kwan Paw* on behalf of
Name:		Amicorp Netherlands B.V.
Title:		Director

ANIL AGARWAL

By:		/s/ *Anil Agarwal*

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed as of:	1/12/22
Filed on:	1/11/22
	12/28/21
	9/3/14	SC 13D
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Filing Submission 0001193125-22-006984 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,590,189,293

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,590,189,293