6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of October 2022

Commission File 001 — 33175

Vedanta Limited

(Exact name of registrant as specified in the charter)

1^st Floor, ‘C’ wing, Unit 103,

Corporate Avenue, Atul Projects,

Chakala, Andheri (East),

Mumbai-400 093

Maharashtra, India

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒                Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

We wish to inform you that in accordance with the Order dated August 26, 2022 in the matter of Scheme of Arrangement between Vedanta Limited (“the Company”) and its shareholders passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”) (“Order”), a meeting of the equity shareholders of the Company was held on Tuesday, October 11, 2022 at 3.00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) (“Meeting”) and the business mentioned in the Notice convening the Meeting was transacted. The Company had also provided the facility to view proceedings of the Meeting to its equity shareholders.

In this regard, please find enclosed the following:

1. Voting results of the Meeting as required under Regulation 44 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as Annexure-I- Exhibit 99.1;

2. Consolidated Report of the Scrutinizer dated October 12, 2022, for votes cast by the equity shareholders of the Company through remote e-voting and e-voting at the Meeting, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20(4)(xi) and Rule 21(2) of the Companies (Management and Administration) Rules, 2014, as Annexure-II; Exhibit 99.2; and

3. Summary of proceedings of the Meeting as required under Regulation 30 of Part-A of Schedule III of the SEBI Listing Regulations, as Annexure-III - Exhibit 99.3.

The Meeting commenced at 03:00 P.M. IST and concluded at 03:57 P.M. IST.

The voting results along with the Consolidated Scrutinizer’s Report are available at the registered office and corporate office of the Company, website of the Company at www.vedantalimited.com and on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

Exhibit 99.1: Voting results of the Meeting as required under Regulation 44 of the Securities  & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Exhibit 99.2: Consolidated Report of the Scrutinizer dated October 12, 2022, for votes cast by the equity shareholders of the Company through remote e-voting and e-voting at the Meeting, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20(4)(xi) and Rule 21(2) of the Companies (Management and Administration) Rules, 2014

Exhibit 99.3: Summary of proceedings of the Meeting as required under Regulation 30 of Part-A of Schedule III of the SEBI Listing Regulations

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 12, 2022

VEDANTA LIMITED
By:	/s/ Prerna Halwasiya
Name:	Prerna Halwasiya
Title:	Company Secretary & Compliance Officer

EX-99.1

Exhibit 99.1

General information about company

Scrip code	500295
NSE Symbol	VEDL
MSEI Symbol	NOTLISTED
ISIN	INE205A01025
Name of the company	VEDANTA LIMITED
Type of meeting	Court Convened Meeting
Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot)	11-10-2022
Start time of the meeting	3:00 PM
End time of the meeting	3:57 PM

Scrutinizer Details

Name of the Scrutinizer	UPENDRA SHUKLA
Firms Name	UPENDRA SHUKLA
Qualification	CS
Membership Number	2727
Date of Board Meeting in which appointed	26-08-2022
Date of Issuance of Report to the company	12-10-2022

Voting results

Record date	04-10-2022
Total number of shareholders on record date	1371095
No. of shareholders present in the meeting either in person or through proxy
a) Promoters and Promoter group	0
b) Public	0
No. of shareholders attended the meeting through video conferencing
a) Promoters and Promoter group	9
b) Public	185
No. of resolution passed in the meeting	1
Disclosure of notes on voting results	Add Notes

Resolution (1)
Resolution required: (Ordinary / Special)	Special
Whether promoter/promoter group are interested in the agenda/resolution?	No
Description of resolution considered	To consider and approve the Scheme of Arrangement between Vedanta Limited and its Shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Category	Mode of voting	No. of shares held		No. of votes polled		% of Votes polled on outstanding shares		No. of votes – in favour		No. of votes – against		% of votes in favour on votes polled		% of Votes against on votes polled
		(1)		(2)		(3)=[(2)/(1)]*100		(4)		(5)		(6)=[(4)/(2)]*100		(7)=[(5)/(2)]*100
Promoter and Promoter Group	E-Voting		2590349949		2590313649		99.9986		2590313649		0		100.0000		0.0000
	Poll				0		0.0000		0		0		0		0
	Postal Ballot (if applicable)				0		0.0000		0		0		0		0
	Total		2590349949		2590313649		99.9986		2590313649		0		100.0000		0.0000
Public- Institutions	E-Voting		686784977		602864255		87.7806		602742054		122201		99.9797		0.0203
	Poll				0		0.0000		0		0		0		0
	Postal Ballot (if applicable)				0		0.0000		0		0		0		0
	Total		686784977		602864255		87.7806		602742054		122201		99.9797		0.0203
Public- Non Institutions	E-Voting		440064113		52274648		11.8789		51437878		836770		98.3993		1.6007
	Poll				116082		0.0264		83478		32604		71.9130		28.0870
	Postal Ballot (if applicable)				0		0.0000		0		0		0		0
	Total		440064113		52390730		11.9052		51521356		869374		98.3406		1.6594
	Total		3717199039		3245568634		87.3122		3244577059		991575		99.9694		0.0306
Whether resolution is Pass or Not.													Yes
Disclosure of notes on resolution													Add Notes

* this fields are optional

Details of Invalid Votes
Category	No. of Votes
Promoter and Promoter Group
Public Insitutions
Public - Non Insitutions

EX-99.2

Exhibit 99.2

                 12^th October, 2022

Shri Upendra Kumar Sinha

Chairman appointed by the Hon’ble National Company Law Tribunal

for Meeting of Equity Shareholders of

Vedanta Limited,

1^st floor, C Wing, Unit 103, Corporate Avenue Atul Projects,

Chakala, Andheri (East),

Mumbai 400 093

Maharashtra

Dear Sir,

Sub: Combined Scrutinizer’s Report on votes cast at the meeting of the Equity Shareholders of Vedanta Ltd convened and held on 11^th October 2022 in accordance with the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench pursuant to its Order dated 26^th August 2022

I, Upendra Shukla, Practising Company Secretary, am appointed as the Scrutinizer in accordance with the directions issued by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble Tribunal”) pursuant to its Order dated 26^th August 2022 passed by the Hon’ble Tribunal (“Tribunal Order”) in connection with the Scheme of Arrangement between the Company and its shareholders (“Scheme”) and provisions of Section 230 (4) and Section 108 of the Companies Act, 2013 (“Act”) and rules made thereunder and Secretarial Standard-2 issued by the Institute of the Company Secretaries of India and in accordance with the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of scrutinizing the votes cast through remote e-voting (“Remote e-Voting”) and e-voting at the meeting (“e-voting at the Meeting”) by the Equity Shareholders of the Company in respect of the resolution proposed to be passed at the meeting of the Equity Shareholders, held on Tuesday, 11^th October 2022 at 3.00 p.m. (IST), through VC/ OAVM (“Meeting”).

As provided in Tribunal Order and in compliance with the applicable provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 03/2022 dated 8th April, 2020, 13th April, 2020, 15th June, 2020, 28th September,2020, 31st December, 2020, 23^rd June, 2021, 8^th December, 2021 and 05^th May, 2022 respectively issued by the Ministry of Corporate Affairs (MCA Circulars), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 read with Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13^th May, 2022 issued by Securities Exchange Board of India, the notice dated 9^th September, 2022 along with statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and accompanying documents as confirmed by the Company, was sent to those Equity Shareholders of the Company (“Notice”), whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. 2^nd September, 2022, through electronic mode, whose e-mail address are available with the Company/Depository Participant/ Registrar and Transfer Agent (“RTA”), as the case may be.

...2/-

The Company had appointed National Securities Depository Limited (“NSDL”) as Service Provider, who provided the facilities for casting votes through Remote e-Voting and e-voting at the Meeting.

The management of the Company is responsible to ensure compliance with the requirements of the Act and rules made thereunder and the Tribunal Order relating to voting through remote e-voting and e-voting at the Meeting on the resolution (as per Annexure-1 to this report) stated in the said Notice.

My responsibility as Scrutinizer for the voting process is restricted to ensure that the voting process is conducted in a fair and transparent manner and submit a Scrutinizer’s Report on the votes cast “in favour” or “against” the resolution stated in the notice, based on the reports generated from the electronic voting system provided by the NSDL.

Now, I report as under:

1. (a) Number of notice e-mailed on 9th September, 2022 : 1067103

(b) Number of e-mails bounced/undelivered as per NSDL : 39016

2. The remote e-Voting period commenced from Thursday, 6^th October, 2022 at 9.00 a.m. (IST) and ended on Monday, 10^th October, 2022 at 5.00 p.m. (IST).

3. Equity Shareholders of the Company as on the ‘cut-off’ date i.e. 4^th October, 2022 were entitled to vote on the resolution as set-out in the Notice.

4. Voting rights of an equity shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the ‘cut-off date’ i.e. 4^th October 2022.

5. On completion of e-voting process, I unblocked the results of the remote e-Voting and e-voting at the Meeting, on the NSDL e-voting system/ platform and after downloading the said results, counted the votes.

6. All the 6597 Remote e-voting and 32 e-voting responses are valid.

7. Based on the reports generated from the e-voting system provided by the NSDL, the combined voting result of votes cast through the remote e-Voting and e-voting at the Meeting is as under:

	In favour of the Resolution						Against the Resolution						Not voted
	No. of Responses received		No. of votes cast		% of votes cast		No. of Responses received		No. of votes cast		% of votes cast		No. of Responses received		No. of shares/ Votes
Remote E-voting		6235		3244493581		99.9705		362		958971		0.0295		0		0
E-voting at Meeting		28		83478		0.000		4		32604		0.000		0		0
Combined		6263		3244577059		99.9694		366		991575		0.0306		0		0

...3/-

Conclusion –

Since the majority of Equity Shareholders, representing more than three-fourth in value of the equity shares of the Company held, have voted for the resolution, the proposed resolution as per Annexure-1 may be declared as passed.

The electronic data and all other relevant records relating to the remote e-Voting and e-voting at the Meeting are under my safe custody and the same will be handed over to the Company for preserving safely after the Chairman considers, approves and signs the minutes of the Meeting.

Thanking you,

	Yours faithfully,
UDIN:
	(U.C. SHUKLA)
Peer Review Certificate No.: 1882/2022	COMPANY SECETARY
	FCS: 2727/CP: 1654
Encl: as above.

UPENDRA SHUKLA

Annexure – 1

1 Resolution for Approval of the Scheme of Arrangement between Vedanta Limited and its Shareholders

RESOLVED THAT pursuant to the provisions of Section 230 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the Company, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Vedanta Limited and its shareholders (“Scheme”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.

EX-99.3

Exhibit 99.3

ANNEXURE-III

SUMMARY OF PROCEEDINGS OF THE MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY HELD ON TUESDAY, OCTOBER 11, 2022, THROUGH VIDEO CONFERENCING/ OTHER AUDIO-VISUAL MEANS, PURSUANT TO THE ORDER DATED AUGUST 26, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, IN CONNECTION WITH THE PROPOSED SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND ITS SHAREHOLDERS

The meeting of the equity shareholders of Vedanta Limited (“the Company”) was held on Tuesday, October 11, 2022 at 3.00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) (“Meeting”), pursuant to the Order dated August 26, 2022 in the matter of Scheme of Arrangement between the Company and its shareholders, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”) (“Order”).

The Meeting commenced at 03:00 P.M. IST and concluded at 03:57 P.M. IST (including the time allowed for e-voting at the Meeting).

As set out in the Notice convening the Meeting (“the Notice”), the Tribunal had appointed Mr. Upendra Kumar Sinha, Independent Director of the Company, to be the Chairperson for the Meeting (“the Chairperson”). Mr. Sinha chaired the Meeting and extended a warm welcome to all the equity shareholders attending the Meeting through VC/OAVM.

Before commencing the proceedings, the Chairperson introduced the Board of Directors and Key Managerial Personnel of the Company present at the Meeting and confirmed that all Directors of the Company except Mr. Anil Agarwal were present at the Meeting. Leave of absence was granted to Mr. Anil Agarwal. All the Panel Members attended from their respective locations. Further, the representatives of Statutory Auditors, Secretarial Auditors, Legal Advisors, and the Scrutinizer for the Meeting were also present at the Meeting.

As per the records of attendance, 194 equity shareholders of the Company attended the Meeting. As the requisite quorum was present, the Chairperson called the Meeting to order.

Ms. Prerna Halwasiya, Company Secretary & Compliance Officer of the Company, welcomed the equity shareholders and inter alia briefed them on the general instructions relating to their participation at the Meeting through audio-visual means and the fact that the Company had taken all feasible efforts for conducting this Meeting in a smooth manner to enable participation and voting through electronic mode. In this regard, the facility to view the proceedings of the Meeting was made available for the equity shareholders.

The equity shareholders were further requested to refer to the instructions provided in the Notice and the FAQs available on the Company’s website and National Securities Depository Limited (“NSDL”) website for seamless participation through VC/OAVM.

It was also informed that in terms of the Order, the Notice convening the Meeting, copy of the Scheme, Statement under Section 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“the Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all annexures to Statement had been sent to through electronic mail to those equity shareholders whose email addresses are registered with the Company/ Depositories/ Registrar and Transfer Agent of the Company.

A copy of the Notice and the accompanying documents were also placed on the website of the Company and can be accessed at: www.vedantalimited.com; the website of NSDL viz. www.evoting.nsdl.com, being the agency appointed by the Company to provide e-voting and other facilities for the Meeting and the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited viz. www.bseindia.com and www.nseindia.com, respectively. With the consent of the equity shareholders present at the Meeting, the Notice and all accompanying documents as sent to the equity shareholders through electronic mail was taken as read.

The equity shareholders were further informed that in terms of the directions of the Tribunal given under the Order and Regulation 44 of the SEBI Listing Regulations read with Section 108 of the Act and Rule 20 of the Companies (Management & Administration) Rules, 2014 as amended from time to time, the Company had provided the facility

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1^st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai – 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394

to its equity shareholders to exercise their right to vote on the resolution proposed in the Notice to be passed at the Meeting by electronic means. The equity shareholders had the facility and option of voting on the resolution proposed in the Notice by casting their votes through: (a) e-voting system available at the Meeting to be held virtually (“e-voting at the Meeting”); or (b) by remote electronic voting (“remote e-voting”).

The remote e-voting period before the date of Meeting commenced on Thursday, October 06, 2022 (09:00 a.m. IST) and ended on Monday, October 10, 2022 (05:00 p.m. IST). The equity shareholders who did not cast their votes through remote e-voting, were also permitted to cast their votes during the course of Meeting through the e-voting at the Meeting provided by NSDL as detailed in the Notice.

In terms of the Notice, the following item of business was transacted at the Meeting:

S. No.	ITEM TRANSACTED
1.	To consider and approve the Scheme of Arrangement between Vedanta Limited and its shareholders under Section 230 and other applicable provisions of Companies Act, 2013

The equity shareholders were given an opportunity to speak at the Meeting by registering themselves as the speaker as per the procedure detailed in the Notice. The equity shareholders who had registered before-hand and conveyed their willingness to speak at the Meeting, were sequentially invited to express their views or ask questions and seek clarification(s). Appropriate responses/ clarifications were provided to the questions/ queries raised by the equity shareholders. The equity shareholders were also provided the facility to post their suggestions, feedbacks or questions through a dedicated Chat box that was available below the Meeting screen during the conduct of the Meeting.

Post the Question & Answer Session, the Chairperson authorized Ms. Prerna Halwasiya to carry out the e-voting process at the Meeting, conclude the Meeting and further authorized her to declare the voting results, intimate the results of the Meeting to the stock exchanges within the statutory timelines and place the same on the website of the Company.

The Chairperson then extended his gratitude to the equity shareholders, Board of Directors, Auditors, and members of the management team for attending and participating in the Meeting.

The e-voting facility was kept open for next 30 minutes post the conclusion of the proceedings of the Meeting to enable the equity shareholders to cast their votes.

Pursuant to the Order, Mr. Upendra C. Shukla, Practicing Company Secretary (FCS No.2727, CP No.1654), had been appointed as the Scrutinizer to supervise the e-voting process in a fair and transparent manner.

The Meeting was concluded at 03:57 p.m. IST (including the time allowed for e-voting at the Meeting) with a vote of thanks to the equity shareholders.

The resolution stated in the Notice was passed by the equity shareholders with requisite majority.

The details of voting results on the resolution set out in the Notice and the Consolidated Scrutinizer’s Report as received from the Scrutinizer are placed as Annexure-I and Annexure-II respectively and also available on the Company website at www.vedantalimited.com, on the website of NSDL at www.evoting.nsdl.com and on website of the stock exchanges www.nseindia.com and www.bseindia.com.

This is for your information and records.

For Vedanta Limited

Prerna Halwasiya

Company Secretary & Compliance Officer

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1^st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai – 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394