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CUSIP No. 92242Y100
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13D
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Page 1 of 5 Pages
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Explanatory Note
This Amendment No. 5 to Schedule 13D (Amendment No. 5) 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 4.
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Purpose of Transaction
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Item 4 of the Statement is hereby amended and supplemented as follows:
On January 9, 2021, Vedanta Resources Limited together with, Twin Star Holdings Limited, Vedanta Holdings Mauritius Limited and Vedanta
Holdings Mauritius II Limited (collectively, the Acquirer Group) publicly announced an offer to acquire (the Public Announcement) 371,750,500 Equity Shares, representing 10% of the fully diluted voting share capital of the
Issuer, at a price per Equity Share of INR 160 (the Tender Offer). The Acquirer Group subsequently published a Corrigendum to the Public Announcement on January 14, 2021, which made certain minor amendments to the Public
Announcement (the Corrigendum).
Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended (the SAST Regulations), the Acquirer Group published a detailed public statement concerning the Tender Offer (the Detailed Public Statement) on January 15, 2021 and posted the
draft letter of offer regarding the Tender Offer (the Draft Letter of Offer) to the website of the Securities and Exchange Board of India (SEBI) on January 19, 2021.
The full text of the Public Announcement, the Corrigendum, the Detailed Public Statement and the Draft Letter of Offer are filed as exhibits
to this Statement and incorporated herein by reference.
The Tender Offer is being made in accordance with the SAST Regulations.
Accordingly, the Acquirer Group has submitted the Draft Letter of Offer to SEBI for review, and the commencement of the Tender Offer is subject to SEBIs approval or confirmation that it has no comments. In addition, the Reporting Persons
intend to seek exemptive relief from the staff of the Division of Corporation Finance of the SEC regarding the application of certain rules under the Securities Exchange Act of 1934, as amended, to the Tender Offer. There can be no assurance that
the Tender Offer will receive the necessary regulatory approvals or that it will be completed on the terms contemplated by the Draft Letter of Offer, or at all.