SESA STERLITE LIMITED Incorporated As Public Company Under the Companies Act, 1956 and Validly Subsisting Under the Companies Act, 2013

Private & Confidential – For Private Circulation Only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus).

SESA STERLITE LIMITED Incorporated as Public Company under the Companies Act, 1956 and validly subsisting under the Companies Act, 2013. The Company is presently listed on the National Stock Exchange and the Bombay Stock Exchange Registered Office: Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - 403 001 Tel No: 91-832 246 0600; Fax No: +91-832 246 0690 Website: www.sesasterlite.com; CIN:L13209GA1965PLC000044 Company Secretary: Mr. Rajiv Choubey INFORMATION MEMORANDUM/ PRIVATE PLACEMENT OFFER LETTER

Disclosure Document for Private Placement of Secured, Rated, Non-Cumulative, Redeemable Debentures of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each upto Rs. 1200,00,00,000/- (Rupees One Thousand Two Hundred Crores Only) along with a green shoe option of Rs. 300,00,00,000/- (Rupees Three Hundred Crores Only), total issue size aggregating to Rs. 1500,00,00,000 (Rupees One Thousand Five Hundred Crores).

GENERAL RISK

For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter.

ISSUER’S RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT Rating

The NCDs are rated by CRISIL as “CRISIL AA+/Stable” (pronounced as Crisil Double A plus rating with stable outlook). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating obtained is subject to revision, suspension or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating.

LISTING

The Secured, Rated, Redeemable, Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd (BSE).

Issue Schedule

th Issue Opens on 30 October 2014 Issue Closes On 30th October 2014

Allotment/Deemed Date of Allotment 30th October 2014

PARTIES TO THE ISSUE

ARRANGERS

Axis Bank Limited IDFC Limited,

Naman Chambers, C-32, G-Block, Axis House, Bandra-Kurla Complex, Bandra 8th Floor, Debt Capital Markets, East, Mumbai 400051 Bombay Dyeing Mills Compound, PB Marg, Worli, Ph: +91 22 4222 2000 Mumbai – 400025

Ph:022-66043594, Fax:022 -24253800

CREDIT RATING AGENCY TRANSFER AGENT DEBENTURE TRUSTEES

CRISIL Limited Karvy Computershare Pvt Ltd Axis Trustee Services Limited

CRISIL House, Central Avenue, 24-B, Rajabahadur Mansion 6, Axis House, 2nd Floor Hiranandani Business Parks, Ambalal Doshi Marg Wadia International Centre Powai, Mumbai – 400 076 Behind BSE, Fort P B Marg, Worli Mumbai - 400 023 Mumbai – 400025 Ph: +91 22 3342 3000 Fax: +91 22 4040 5800 Ph: 022 – 6623 5454 Ph: 022 – 2425 2525 Fax: 022 – 6633 1135 Fax:022 - 2425 4200

DISCLAIMER

This Private Placement Offer Letter is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures is being made strictly on a private placement basis. This Private Placement Offer Letter is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the NCDs to the public in general. This Private Placement Offer Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act or any other prevailing rules and regulations.

This Private Placement Offer Letter has been prepared in conformity with the applicable SEBI Regulations and the Companies Act. Pursuant to Section 42 of the Companies Act, 2013 and Rule 14(3) of the PAS Rules, the Issuer shall file a copy of this Private Placement Offer Letter with the Registrar of Company, Bombay Stock Exchange and Securities Exchange Board of India within a period of 30 (thirty) days of circulation of this Private Placement Offer Letter as applicable.

This Private Placement Offer Letter / Information Memorandum has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Private Placement Offer Letter does not purport to contain all the information that any potential investor may require. Neither this nor any other information or document supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer Letter should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in these Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Private Placement Offer Letter (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact. It has not omitted any material fact necessary to make and the statements made herein are not misleading in the light of the circumstances under which they are made. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Private Placement Offer Letter or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Information Memorandum / Private Placement Offer Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Private Placement Offer Letter are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The potential investors shall be required to independently procure all the licenses and approvals, if applicable, prior to subscribing to the NCDs and the Issuer shall not be responsible for the same.

DISCLAIMER

No invitation is being made to any persons other than those to whom the Private Placement Offer Letter along with the documents annexed hereto being issued have been sent by or on behalf of the Issuer. Any application by a person to whom this Information Memorandum / Private Placement Offer Letter has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Private Placement Offer Letter shall maintain utmost confidentiality regarding the contents of this Private Placement Offer and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

Each person receiving this Private Placement Offer Letter acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and

Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Private Placement Offer Letter to reflect subsequent events after the date of circulation of this Private Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Private Placement Offer Letter nor any issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Private Placement Offer Letter in any jurisdiction where such action is required. The distribution of this Private Placement Offer and the offering and issue of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Private Placement Offer Letter come are required to inform themselves about and to observe any such restrictions. The Private Placement Offer Letter is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential and the details provided herein are strictly for the sole purpose of information to the potential investors.

CAUTIONARY NOTE

Each invited potential Investor acknowledges and agrees that each of them, (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of subscribing to or purchasing the ; (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (v) have made their own investment decision regarding the Debentures based on their own knowledge (and information they have or which is publicly available) 4

DISCLAIMER with respect to the Bonds or the Issuer (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, (vii) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Issuer, and (viii) understand that, by purchase or holding of the Bonds, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures.

It is the responsibility of each potential Investor to also ensure that they will sell these Debentures in strict accordance with this Information Memorandum, the Transaction Documents and all other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act, 1956 and/or the Companies Act, 2013. The potential investors shall at all times be responsible for ensuring that it shall not do any act deed or thing which would result this Private Placement Offer Letter being released to any third party (where such party is not an intended recipients from the Issuer) and in turn constitutes an offer to the public howsoever.

The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debenture may be restricted by law in certain jurisdictions. The sale or transfer of these Bonds outside India may require regulatory approvals in India, including without limitation, the approval of SEBI or RBI.

DISCLAIMER OF SEBI

This Information Memorandum shall be filed with or submitted to SEBI in accordance with Section 42 of the Companies Act,2013 the rules made thereunder and other applicable law within 30 days from the date of this Information Memorandum. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

DISCLAIMER OF THE RBI

RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Issuer or for the correctness of any of the statements or representations made or opinions expressed by the Issuer and for discharge of liability by the Issuer.

TABLE OF CONTENTS

SR. Particulars Page no NO. 1 About the Issuer 10

a) Issuer general information 10

b) Brief summary of the Issuer and its line of business 11

c) Brief history and development of the Issuer since its incorporation 12 d) Present Vedanta group structure 17 e) Brief overview of the various business activities 17 f) Other Group companies 22 g) Management and the Board of Directors 26 h) Details of Committees of the Board 31 2 Management Perception Of Risk Factor 32 a) Risk factors in relation to the debentures 32 b) Risks in relation to Indian market, economy and political situation 33 c) Risk factors in relation to the Issuer and Industry 34 3 Financial Information About The Company 45

a) Audited annual financial results of the issuer for FY 13-14, FY 12-13 & FY 11-12 45

b) Unaudited Financial Results of the issuer for the quarter ended 30.06.2014 66

c) Note on Quarter Ended 30th September 2014 Results 72

Key financial parameters for the last 3 years and as on 30th June 2014- d) 72 Consolidated & Standalone e) Changes in accounting policies 74 f) Details of borrowings of the company as on 30th June 2014 75 g) Gross debt equity ratio of the Company 90 4 Details Of Share Capital And Share Holding Pattern 91 a) Details of share capital as on 30th September 2014 91 b) Changes in Capital Structure as on 30th September 2014, for the last 5 years 91 Equity share capital history of the company as on 30th September 2014, for c) 92 the last 5 years d) Details of any acquisition or amalgamation in the last 1 year 96 e) Details of any reorganisation or reconstruction in the last 1 year 96 f) Details of the shareholding of the company as on 30th September 2014 96 g) Details of shares pledged or encumbered by the promoters (if any) 98 h) Details of capital structure of the company 98 5 Details Regarding Directors, Promoters & Auditors Of The Company 100

a) Details of current Directors of the Issuer 100 6

TABLE OF CONTENTS

b) The list of current Directors who are appearing in the RBI defaulter list 103 c) Details of change in Directors since last three years 103 Remuneration of Directors (during the current year and last three financial d) 104 years) e) Details of promoters of the company: 104 f) Details regarding auditors of the company 105 6 Disclosures With Regard To Interest Of Directors, Litigations Etc 106 7 Details Of Debt Securities To Be Issued 150 8 Annexures 170 I Term Sheet 170 II Declaration 175 III Application Form 176 IV Rating Letter & Rating Rationale 179 V Consent Letter from the Debenture Trustee 187 VI BSE In-principle for Listing 189 VII Board Resolution for NCD Issuance 190 VIII Copy of Shareholders Resolution 192

DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Sesa Sterlite Limited Us/SSL

Board/ Board of Directors/ Board of Directors of Sesa Sterlite Limited Director(s)

ADS American Depository Shares

Balance sheet date The last date of the financial year of the Company which is currently 31st March

Book Closure/ Record Date The date of closure of register of Debentures for payment of interest and repayment of principal

CRISIL / CRISIL Ratings CRISIL Ltd.

Companies Act The Companies Act,1956 or the Companies Act of 2013, as may be applicable and as modified and amended from time to time including the rules made thereunder

India Ratings / FITCH India Ratings and Research Private Limited Ratings

CDSL Central Depository Services (India) Limited

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time

Depository Participant /DP A Depository participant as defined under Depositories Act

Disclosure Document Disclosure Document for Private Placement of 15,000 Secured, Non- Convertible, Non-Cumulative, Redeemable, Debentures of Rs.10,00,000/- each including the Debentures issued pursuant to the green shoe option

FIIs Foreign Institutional Investors

Financial Year / FY Twelve months period ending March 31, of that particular year

FIs Financial Institutions

GOI Government of India

NCDs/ Debentures 15,000 (Fifteen Thousand) Secured, Non-Convertible, Non-Cumulative, Redeemable, Debentures of Rs.10,00,000/- each including the Debentures issued and subscribed pursuant to the green shoe option

DEFINITIONS/ ABBREVIATIONS

NRIs Non Resident Indians

NSDL National Securities Depository Limited

BSE Bombay Stock Exchange of India Limited

OCBs Overseas Corporate Bodies

PAN Permanent Account Number

Rating “CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) by CRISIL Ltd.

Rs./ INR Indian National Rupee

RTGS Real Time Gross Settlement

Scheme Group Consolidation Scheme of Vedanta Group, wherein among others Sterlite Industries (India) Limited merged into Sesa Goa Limited and pursuant thereto Scheme Sesa Goa was renamed as Sesa Sterlite

SEBI The Securities Exchange and Board of India, constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992,as amended from time to time

SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD- NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD- NRO/GN/2012-13/19/5392 dated October 12, 2012) as amended from time to time.

Security Cover 1.25 security cover in respect of the principal and interest received towards subscription and issuance of Debentures on the fixed assets of the Issuer Company

TDS Tax Deducted at Source

The Issue/ The Offer/ Private Placement of 15,000 Secured, Non-Convertible, Non- Private Placement Cumulative, Redeemable, Debentures of Rs.10,00,000/- each including the green shoe option as provided herein

Trustee AXIS Trustee Services Limited

1 ABOUT THE ISSUER

A) ISSUER GENERAL INFORMATION

Sesa Goa Limited was incorporated as a private company under the laws of India in Panaji, state of Goa, India on June 25, 1965 as Sesa Goa Private Limited. It became a public limited company following a public offering of its shares in 1981. Effective September 18, 2013 the name of the company was changed from Sesa Goa Limited to Sesa Sterlite Limited.

Name Sesa Sterlite Limited Company Registration No. CIN - L13209GA1965PLC000044 Date of Incorporation 25th June 1965 Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - Registered office 403 001 T +91-832 246 0600 F +91-832 246 0690 Vedanta, 75 Nehru Road, Vile Parle (East), Mumbai- Corporate Office 400099

Website www.sesasterlite.com Mr. Rajiv Choubey Company Secretary and AVP-Legal Sesa Sterlite Limited, Core 6, 3rd Floor, Scope Company Secretary and Compliance Officer Complex, Lodi Road, New Delhi – 110 003 Phone No: 011 49166 100 Email Id: [email protected] Mr. Din Dayal Jalan Sesa Sterlite Limited, Core 6, 3rd Floor, Scope Chief Financial Officer Complex, Lodi Road, New Delhi – 110 003 Phone No: 011 49166 100 Email Id: [email protected]

IDFC Limited Axis Bank Limited Naman Chambers, C-32, Axis House, 8th Floor, G-Block, Wadia International Arranger for the NCD Bandra-Kurla Complex, Centre Bandra East, Mumbai Dr. Pandurang Budhkar 400051 Marg, Worli, Mumbai – 400 025

Axis Trustee Services Limited 2nd Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Debenture Trustee Mumbai 400 025 Tel No.: (022) 2425 5215 Fax No.: (022) 2425 5216

Registrar and Transfer Agents Karvy Computershare Pvt Ltd

1 ABOUT THE ISSUER

Plot No. 17 to 24, Vithalrao Nagar, Madhapur Hyderabad – 500081 Tel No. +91 – 40 – 23420815 to 28 Fax No. +91 – 40 – 23420814 Website: www.karvycomputershare.com E-mail : [email protected] Contact Person: Mr. V. K. Jayaraman SEBI Regn No. INR000000221 CRISIL Limited Crisil House, Central Avenue, Credit Rating Agencies for the NCD Hiranandani Business Park, Powai, Mumbai - 400076

Deloitte Haskins & Sells “Heritage”, 3rd Floor, Auditors Near Gujarat Vidhyapith, Off Ashram Road, Ahmedabad – 380014

b) BRIEF SUMMARY OF THE ISSUER AND ITS LINE OF BUSINESS

Sesa Sterlite Limited (“SSL” or the “Company”) is the flagship operating-cum-holding company of Vedanta Group - one of the world’s largest diversified natural resource groups. It is present across iron ore, copper, aluminum and power generation and through its subsidiaries Cairn India Limited and Hindustan Zinc Limited in Oil & Gas and zinc-lead-silver respectively. Sesa Sterlite is listed on both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) with market capitalization of USD 14.0 billion at September 16, 2014 and has ADRs listed on The New York Stock Exchange (NYSE).

Vedanta Resources Plc. (“Vedanta”) the ultimate parent company of SSL is a London listed entity (market cap of US$ 4.6 billion as at September 16, 2014)

Geographically, SSL’s business operations are principally located in India, one of the fastest growing large economies in the world with a 4.7% GDP growth in FY14. In addition, SSL has assets and operations in Australia, South Africa, Ireland, Namibia, Sri Lanka and Liberia employing over 71,000 direct/indirect personnel worldwide. It has experienced significant growth in recent years through various expansion projects for its copper, zinc, aluminum and oil and gas businesses. SSL was formed in 2013 through the merger of key subsidiaries of Vedanta Group which included Sesa Goa, Sterlite Industries, Sterlite Energy, MALCO & Vedanta Aluminum.

SSL’s experience in operating and expanding its businesses in India enables it to capitalize on attractive growth opportunities arising from India’s large mineral reserves, relatively low cost of operations and large and inexpensive labor and talent pools. SSL is ideally positioned to focus and capitalize on India’s growth being among the country’s leading producers of zinc, lead, silver, copper, aluminium and crude oil.

1 ABOUT THE ISSUER

Further, the geographical location of SSL also positions it well to take advantage of the significant growth in industrial production and investments in infrastructure in India, China, Southeast Asia and the Middle East, which it expects will continue to generate strong demand for metals, power and oil and gas. c) BRIEF HISTORY AND DEVELOPMENT OF THE ISSUER SINCE ITS INCORPORATION

IMPORTANT EVENTS IN THE DEVELOPMENT OF STERLITE INDUSTRIES (INDIA) LIMITED

SIIL was incorporated in Kolkata, the State of West Bengal, India as Rainbow Investment Limited on September 8, 1975 under the laws of India. Its name was subsequently changed to Sterlite Cables Limited on October 19, 1976 and then to Sterlite Industries (India) Limited (SIIL) on February 28, 1986.

Pursuant to the Re-organization Transactions (as explained below) becoming effective on August 17, 2013, SIIL name changed to Sesa Sterlite Limited. A certificate of incorporation for change in name of the Company was filed with the Registrar of Companies, India on September 18, 2013.

SIIL was acquired by Mr. Anil Agarwal and his family in 1979. In 1988, SIIL completed an initial public offering of shares in India to finance in part its first polythene insulated jelly filled copper telephone cables plant. It discontinued production of polyvinyl chloride power and control cables and enameled copper wires in 1990 and in 1991 commissioned a continuous cast copper rod plant.

In 1997, in order to obtain captive sources of copper for the copper rod plant, it commissioned the first privately developed copper smelter in India at Tuticorin. In 2000, SIIL acquired CMT through Monte Cello, which owns the Mt. Lyell copper mine in Australia. The operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operations at the Mt. Lyell copper mine has been placed under care and maintenance following a rock falling on the ventilation shaft in June 2014.

In July 2000, the telecommunications cables and optical fiber business was spun-off into a new company, Sterlite Technologies Limited. The Agarwal family has substantial interests in Sterlite Technologies Limited. Sterlite Technologies Limited is not a part of our group companies.

SIIL acquired the aluminium business through the acquisition of a 51.0% interest in BALCO from the GoI on March 2, 2001.

On April 11, 2002, SIIL acquired, through Sterlite Opportunities and Ventures Limited (“SOVL”), a 26.0% interest in HZL from the GoI and a further 20.0% interest through an open market offer. On November 12, 2003, SIIL acquired through SOVL, a further 18.9% interest in HZL following the exercise of a call option granted by the GoI, increasing SIIL’s interest in HZL to 64.9%. In addition, SOVL has a call option, which became exercisable on April 11, 2007 to acquire the GoI’s remaining ownership interest in HZL. As per the order of the High Court of Madras dated March 29, 2012, SOVL merged into SIIL. The exercise of this option has been contested by the GoI and is still under dispute.

On October 3, 2006, SIIL acquired 100% of Sterlite Energy from Mr. Anil Agarwal and Mr. Dwarka Prasad Agarwal, one of its directors until March 31, 2009, for a total consideration of Rs. 4.9 million ($ 0.1 million). Sterlite Energy was SIIL’s subsidiary through which it had set up a thermal coal-based 2,400 MW power facility in the State of Odisha.

1 ABOUT THE ISSUER

In June 2007, SIIL completed an initial public offering of its shares in the form of ADSs in the US and its ADSs were listed on the NYSE. After this offering, Vedanta’s ownership interest, held through its subsidiaries, decreased to 59.9%.

In July 2008, Sterlite Energy was successful in an international bidding process and was awarded the construction of a 1,980 MW coal-based thermal commercial power plant at Talwandi Sabo in the State of Punjab, India. On September 1, 2008, Sterlite Energy completed the acquisition of TSPL for a purchase price of Rs. 3,868 million.

In July 2009, in connection with SIIL’s follow-on offering of ADS, each representing one equity share of par value Rs. 2, it issued 131,906,011 new equity shares in the form of ADSs, at a price of $ 12.15 per ADS, aggregating approximately $ 1,602.7 million. Out of 131,906,011 equity shares, 41,152,263 equity shares were allotted to its parent company, Twin Star, which is a wholly-owned subsidiary of Vedanta.

In October 2009, SIIL issued $ 500 million aggregate principal amount of 4% convertible senior notes. Subject to certain exceptions, these convertible senior notes were convertible, at the option of the holder, into ADSs at a conversion rate of 42.8688 ADSs per $ 1,000 principal amount of convertible senior notes, which was equal to a conversion price of approximately $ 23.33 per ADS. Upon the effectiveness of the Amalgamation and Re-organization Scheme, the conversion rate has been changed to 25.7213 ADSs per $ 1,000 principal amount of the convertible senior notes which is equal to a conversion price of approximately $ 38.88 per ADS. These convertible senior notes will mature on October 30, 2014, unless earlier repurchased or redeemed or converted.

On May 10, 2010, SIIL agreed to acquire the zinc business of Anglo American Plc for a total consideration of Rs. 69,083 million ($ 1,513.1 million). The zinc business comprises of:

(1) a 100.0% stake in Skorpion which owns the Skorpion mine and refinery in Namibia;

(2) a 74.0% stake in BMM, which includes the Black Mountain mine and the Gamsberg Project, in South Africa; and

(3) a 100.0% stake in Lisheen, which owns the Lisheen mine in Ireland.

On December 3, 2010, SIIL announced the completion of the acquisition of 100.0% stake in Skorpion by Sterlite Infra Limited, wholly-owned subsidiary of SIIL for a consideration of Rs. 32,098 million ($ 706.7 million). On February 4, 2011, SIIL announced the completion of the acquisition of the 74.0% stake in BMM for a consideration of Rs. 11,529 million ($ 250.9 million), net of refund of $ 9.3 million. On February 15, 2011, SIIL announced the completion of the acquisition of 100.0% stake in Lisheen for a consideration of Rs. 25,020 million ($ 546.2 million). The purchase price for the zinc business was paid in US dollars and has been converted into Indian Rupees based on the exchange rate as on the date of each such acquisition.

On February 3, 2011, the board of SIIL approved the acquisition of 100% ownership of Malco Power Company Limited for a consideration of Rs. 0.5 million and Malco Industries Limited for a consideration of Rs. 1.3 million. The acquisition of Malco Power Company Limited and Malco Industries Limited was completed on February 19, 2011 and March 4, 2011, respectively. Malco Power Company Limited was renamed as Sterlite Ports Limited and it received its new certificate of incorporation on October 5, 2011. Malco Industries Limited was renamed as Sterlite Infraventures Limited and it received its new certificate of incorporation on January 23, 2012. Subsequent to the

1 ABOUT THE ISSUER

change in name of Malco Power Company Limited and Malco Industries Limited, the registered offices of both the companies were shifted from Mettur to Tuticorin in the state of Tamil Nadu.

On November 28, 2011, THL Zinc Holding B.V. acquired the entire outstanding share capital of Lakomasko BV for a consideration of $ 37.7 million from VRHL, a wholly owned subsidiary of Vedanta. Consequently, Lakomasko BV became the subsidiary of SIIL.

CONSOLIDATION AND RE-ORGANISATION OF SESA GOA, SIIL, VEDANTA ALUMINUM, STERLITE ENERGY AND MALCO TO FORM SESA STERLITE AND TRANSFER OF VEDANTA’S SHAREHOLDING IN CAIRN INDIA TO SESA STERLITE

On February 25, 2012, Vedanta announced an all-share merger of Sesa Goa and SIIL to create Sesa Sterlite and to effect the consolidation and simplification of Vedanta’s corporate structure through two series of transactions (together the “Re-organization Transactions” consisting of the “Amalgamation and Re-organization Scheme” and the “Cairn India Consolidation”). On August 17, 2013, Re-organization Transactions became effective and the name of the merged entity was changed to Sesa Sterlite Limited with effect from September 18, 2013.

On August 19, 2013, Sesa Goa furnished to the SEC a notice, as required under Rule 12g-3(f) under the Exchange Act which provided that Sesa Goa was the successor issuer to SIIL under the Exchange Act. Further, the notice provided that the equity shares of Sesa Goa with a par value of Re. 1 each, would be traded in the United States in the form of ADSs, where each ADS would represent four equity shares of Sesa Goa and such ADSs would be deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(a) under the Exchange Act. The ADSs of Sesa Goa were registered for trading on the NYSE on September 13, 2013. On September 23, 2013, Sesa Goa submitted to the SEC that the name of Sesa Goa Limited was changed to Sesa Sterlite Limited following the approval from the Registrar of Companies, Goa on September 18, 2013.

Our equity shares are listed and traded on the NSE and the BSE. Our American Depositary Receipts (“ADRs”) are quoted on the NYSE (NYSE:SSLT). Our equity shares have been included in BSE Sensex, a diversified index of 30 Indian stocks listed on the BSE since July 28, 2008. Our equity shares continue to remain listed in Sensex after the completion of the Re-organization Transactions. Sesa Goa was a part of CNX Nifty (“Nifty”) since October 2010 and after the completion of the Re-organization Transactions, we continue to be a part of Nifty.

Our equity shares are beneficially held by the Twin Star, Finsider, Westglobe and Welter Trading, which are in turn wholly-owned subsidiaries of Vedanta. Twin Star, Finsider, Westglobe and Welter Trading held 42.0%, 13.5%, 1.5%, 1.3%, respectively, of our share capital as of March 31, 2014. Twin Star’s shareholding in us has been subsequently raised to 45.0% as of July 31, 2014.

THE AMALGAMATION AND RE-ORGANIZATION SCHEME

The Amalgamation and Re-organization Scheme was made effective in the month of August 2013. In accordance with the Amalgamation and Re-organization Scheme i. SIIL merged with and into Sesa Goa through the issue of Sesa Goa shares to SIIL shareholders (other than MALCO) on a 3 for 5 basis resulting in the issue of 1,944,874,125 Sesa Goa shares to SIIL

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shareholders. The holders of SIIL ADSs received 3 Sesa Goa ADSs for every 5 existing SIIL ADSs. The outstanding convertible bonds of SIIL have become convertible bonds of Sesa Goa with equivalent rights and obligations;

ii. MALCO’s power business was sold to Vedanta Aluminum for cash consideration of Rs. 1,500 million; iii. MALCO merged with and into Sesa Goa through the issue of Sesa Goa shares to the shareholders of MALCO on a 7 for 10 basis, resulting in the issue of 78,724,989 Sesa Goa shares to the shareholders of MALCO and therefore MALCO’s holding in SIIL was cancelled; iv. Sterlite Energy merged with and into Sesa Goa for no consideration;

v. Vedanta Aluminium’s aluminium business merged with and into Sesa Goa for no consideration; and vi. Through a separate but concurrent amalgamation under Indian and Mauritian law, Ekaterina Limited, a Mauritian company and a wholly owned subsidiary of Vedanta which held Vedanta’s 70.5% ownership interest in Vedanta Aluminum, merged with and into Sesa Goa. SIIL held the remaining 29.5% of the shares of Vedanta Aluminum and upon this concurrent amalgamation scheme becoming effective, Vedanta Aluminum became a wholly-owned subsidiary of Sesa Sterlite.

Subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Bombay at Goa was filed by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs at the Supreme Court of India. Further, a creditor and a shareholder have challenged the Amalgamation and Re-organization Scheme in the High Court of Madras. These petitions are pending for hearing and admission. However as of date no adverse order has been passed pertaining to the Scheme.

CAIRN INDIA CONSOLIDATION

Prior to the Re-organization Transactions, Sesa Goa along with one of its subsidiaries Sesa Resources Limited, held 20.1% of the total outstanding equity share capital of Cairn India. Pursuant to the share purchase agreement, dated February 25, 2012 between BFL, a wholly owned subsidiary of Sesa Goa and VRHL, BFL acquired 38.68% shareholding in Cairn India and an associated debt of $5,998 million by way of acquisition of TEHL, for a nominal cash consideration of $1. With effect from August 26, 2013, TEHL, TMHL and Cairn India (including all of its subsidiaries) have become subsidiaries of the Sesa Goa. As a result, Sesa Sterlite held 58.76% of the total shareholding of Cairn India as of August 26, 2013.

ACQUISITION OF POWER ASSETS

Through a slump sale agreement dated August 19, 2013 between Vedanta Aluminum and Sesa Goa, the power business consisting of 1,215 MW thermal power facility situated at Jharsuguda and 300 MW co-generation facility (90MW operational and 210 MW under development) at Lanjigarh, was purchased by the Company at a consideration of Rs. 28,929 million ($482.2 million).

BRIEF HISTORY OF SESA GOA

Sesa Goa was incorporated as a private company under the laws of India in Panaji, state of Goa, India on June 25, 1965 as Sesa Goa Private Limited. It became a public limited company following a public

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offering of its shares in 1981. In 2007, Vedanta, through its subsidiaries, acquired 51.0% of Sesa Goa Limited from Mitsui Co. Ltd. which was subsequently increased to 55.13% by fiscal year 2013.

On June 11, 2009, Sesa Goa entered into a share purchase agreement with the shareholders of V.S. Dempo & Co. Private Limited (which later changed its name to Sesa Resources Limited) pursuant to which Sesa Goa agreed to purchase the entire issued share capital of Sesa Resources Limited for a total consideration of Rs. 17,500 million ($291.6 million) on a debt-free and cash-free basis other than with respect to two loans owed to Mitsui and the Bank of India, New York. The transaction included the purchase of the entire issued share capital of Sesa Resources’ wholly-owned subsidiary, Sesa Mining Corporation Limited, and 50.0% of the share capital held by Sesa Resources Limited in Goa Maritime Private Limited. The assets acquired include mining leases, mining rights and related infrastructure in Goa.

In October 2009, Sesa Goa issued 5,000 5% convertible bonds of an aggregate principal amount of $500 million. Subject to certain exceptions, the convertible bonds are convertible, at the option of the holder, into ADSs at a conversion rate of 13,837.64 ADSs per $100,000 principal amount of convertible bonds, which is equal to a conversion price of approximately $7.23 per ordinary share. The convertible bonds will mature on October 30, 2014, unless earlier repurchased or redeemed or converted. As of March 31, 2014, 2,168 of these convertible bonds were outstanding and the remaining bonds had been already converted to equity.

On July 25, 2011, Sesa Goa entered into a share purchase and operation agreement with Elenilto Minerals & Mining LLC, WCL and BFL, pursuant to which BFL agreed to acquire 51.0% of the fully diluted ordinary share capital of WCL for a cash consideration of $90 million. Subsequently, on December 20, 2012, BFL acquired the remaining 49.0% of the fully diluted ordinary share capital of WCL from Elenilto Minerals & Mining LLC for $33.5 million.

On December 8, 2011, Sesa Goa along with its subsidiary Sesa Resources Limited, completed the acquisition of 20.1% of the equity share capital of Cairn India. As of this date, Vedanta had a total ownership interest of 58.76% (including equity interests held through its other subsidiary, TMHL).

On March 1, 2012, Sesa Goa acquired 100% of the equity share capital of Goa Energy Private Limited engaged in the business of power generation from Videocon Industries at a consideration of $9.5 million. The name was subsequently changed to Goa Energy Limited in September 2012.

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d) PRESENT VEDANTA GROUP STRUCTURE

Note: Shareholding based on basic shares outstanding as on 30 September 2014.

e) BRIEF OVERVIEW OF THE VARIOUS BUSINESS ACTIVITIES Oil & Gas Sesa Sterlite owns 59.9% of Cairn India, which was recognized by Platts in 2012 and 2013 as the fastest-growing energy company in the world. Cairn India ranks among the top 20 independent Exploration & Production (E&P) companies in India, and was also included in the Platts Top 250 Global Energy Company Rankings 2013. Cairn India is India's largest private sector crude oil producer, operating ~30% of India's annual production. The resource base is strategically located in four areas - the onshore RJ-ON-90/1 (Rajasthan) block, two blocks on the west coast of India, four blocks on the east coast of India (one in Sri Lanka), and one block in South Africa. Cairn India scaled new heights in March 2014 by reaching production levels of 200,000 barrels of oil per day from the Rajasthan oil fields. The company also achieved cumulative gross production of 200 million barrels of oil from Rajasthan in 2014, a milestone achievement for the company. Cairn India’s current exploration activities have resulted in the discovery of over 1 billion barrels of hydrocarbons to date, in addition to the existing 4.2 billion BOE. Out of the 17 wells drilled since the 17

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resumption of exploration in 2013, over 80% have shown hydrocarbons and the Company has established six discoveries

Where We Operate The Company’s operational oil and gas fields are located at:  Barmer (Rajasthan)  Ravva (Andhra Pradesh)  Cambay Basin (Gujarat)

Asset Portfolio  India’s largest private-sector crude oil producer – contributed to ~28% of India’s oil production in FY14  Mangala field, in the Rajasthan block is the largest onshore crude oil discovery in India in last two decades  Underexplored basin with significant exploration upside  The block has an estimated potential of 10 billion boe in place and a basin potential of 300 kboepd  Rajasthan block achieved landmark 200,000 boepd milestone in March 2014  Significant upside from exploration and new ventures in India, Sri Lanka and South Africa

Zinc-Lead-Silver Sesa Sterlite is the world’s second-largest integrated zinc producer and a leading producer of silver. There is huge end-demand for zinc in India, particularly since the galvanizing sector continues to deliver strong growth. The country’s investment in infrastructure is also driving end-demand for zinc, meaning this momentum is likely to continue for many years. Our fully integrated zinc operations currently hold an 89% share of the domestic market. Sesa Sterlite Limited owns 64.9% stake in Hindustan Zinc Limited, while the Government of India retains a 29.5% stake; Hindustan Zinc Limited is listed on the NSE and BSE stock exchanges in India. Our fully integrated zinc operations comprise five lead-zinc mines, one rock phosphate mine, four hydrometallurgical zinc smelters, two lead smelters, one lead-zinc smelter, seven sulphuric acid plants, one silver refinery and nine captive power plants. The company has facilities located in Chanderiya, Dariba, Debari and Zawar in the State of Rajasthan, along with zinc processing and refining facilities in Haridwar, and zinc, lead and silver processing and refining facilities in Pantnagar, both in the State of Uttarkhand. Notably, there has been a transition from opencast to underground mining at our Rampura Agucha plant in Rajasthan, which is the world’s largest zinc mine. Across the silver division, we achieved record production levels of 301 tonnes last year. This year, we aim to increase silver production from our industry-leading Sindesar Khurd mine in Rajasthan.

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Our international zinc operations include the Skorpion Zinc Mine and Refinery in Namibia, Black Mountain Mining (BMM) in South Africa, and the Lisheen Mine in the Republic of Ireland. In the next financial year, we expect zinc production to remain in line with our 2013-14 figures, as volumes at Skorpion and BMM are likely to compensate for a decline in production at the Lisheen Mine. We are currently conducting feasibility studies at the Gamsberg deposit in South Africa, one of the world’s largest undeveloped zinc deposits. We are also carrying out studies at Skorpion and BMM in order to extend mine life and evaluate the installation of a roaster at the Skorpion refinery to extract sulphide ores from BMM and other neighbouring mines.

Where We Operate Our Zinc operations comprise the mining and smelting assets of Hindustan Zinc Limited in India and Zinc International in Namibia, South Africa and Ireland.

Asset Portfolio  Hindustan Zinc Limited (“HZL”) is the world’s second largest integrated producer of zinc, and one of the top five (Based on considering Glencore and Glencore Xstrata together) lead mining companies based on production volumes  The Rampura Agucha mine is the largest zinc mine in the world on a production basis  The Chanderiya hydrometallurgical zinc smelter is the 4th largest smelter on a production basis worldwide  Lowest cost quartile in terms of all zinc mining operations worldwide  Acquired various zinc assets of Anglo American Plc for US$ 1.5 bn (across Namibia, South Africa and Ireland) consolidating Vedanta’s position as the world’s largest integrated zinc producer in the first half of 2011  Assets included Gamsberg, South Africa - one of the largest undeveloped zinc deposits

Iron Ore One of Sesa Sterlite’s iron ore mining operations is located in Karnataka. In April 2013, the Supreme Court declared a milestone decision to allow the resumption of operations at our Karnataka mine at a capacity of 2.29 million tonnes. We resumed operations on December 28, 2013 and 1.5 million tonnes were produced in 2014. The company also has iron ore operations at its Sonshi and Codli mines in Goa. The ban on mining in the State of Goa was lifted by the Supreme Court in April 2014, although the ruling imposed interim mining capacity restrictions. This restriction (of 20 million tonnes) is subject to a determination of final capacity by the Expert Committee appointed by the court. Our iron ore business in Liberia, Africa is a very exciting prospect. Exploration activities are progressing, with over 120,158 meters of drilling completed as of March 31, 2014. The project comprises of three deposits:

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 Bomi Hills, which is estimated to have 172 million tons of mineral reserves as of March 31, 2014, and is located 70 km from Monrovia port;  Bea Mountain had nil mineral reserves as of March 31, 2014, and is located 105 km from Monrovia port; and  Mano River had nil mineral reserves as of March 31, 2014, and is located 140 km from Monrovia port. The operational infrastructure at these mines will be developed in phases, with a target capacity of 28 mmtpa. The first phase of the project envisages a 0.3 mmtpa iron ore output from the Bomi Mine. Initially, the saleable ore will be transported 76 km to the Monrovia port by road, but this arrangement will be replaced by an integrated logistics solution gradually set up for the integrated project. WCL is in the process of securing statutory clearances for the project.

Where We Operate Our iron ore mining operations are carried out in the Indian States of Goa and Karnataka. We had acquired iron ore assets in Liberia, where the exploration activity is in progress and are reviewing the different phased options.

Asset Portfolio  India’s largest exporter of iron ore by volume in the private sector prior to the industry wide ban  In April 2014 Supreme Court lifted ban imposed on Iron Ore mining in Goa with an interim restriction on output to 20.0 mtpa. The Goa Government is working towards formulation of its mining policy following the Supreme Court order and the company expects to start operations in the second half of FY2015 after obtaining the necessary approvals  Identified significant and potentially low cost ‘start-up’ ores at all three Liberian projects, with tailings at Bomi and soft weathered cap ore at Bea and Mano. Initial studies indicate that these are resources that are easy to process. These resources have potential for further enhancement with more exploration

Copper There is huge demand for refined copper in India and it is expected to grow to 2 million tonnes by 2030. Such high demand is a result of investment in infrastructure projects, growing power generation capacity and ongoing urbanisation. We currently hold about 30% domestic market share. 294kt copper cathodes have been produced at our Indian facilities in 2014, which include a custom smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant and a copper rod plant. In addition, there are three captive power plants located in Thoothukudi, southern India, and a refinery and two copper rod plants operating in Silvassa, western India. Our international copper operations include the Mt. Lyell copper mine in Tasmania, Australia. The Mt. Lyell copper mine produced 18kt of mined metal in 2013 and caters the concentrate requirements of our Indian operations. The operation of Mt Lyell mine was suspended in January 2014, following a

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mud slide incident. Subsequently, the operations at this mine has been placed under care and maintenance following a rock falling on the ventilation shaft in June 2014

Where We Operate Our copper business includes operations in India and Australia. Our copper India operations includes a custom smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and three captive power plants at Thoothukudi in southern India, a refinery and two copper rod plants at Silvassa in western India. In addition, we own the Mt. Lyell copper mine in Tasmania, Australia.

Asset Portfolio  Indian custom smelter (Tuticorin) is among lowest cost smelters globally

Aluminum Sesa Sterlite Limited holds a 51% controlling stake in BALCO, while the Government of India holds the remaining 49% stake. The capacity of the Korba-II smelter is 245 ktpa and we are expanding production capacity to 570 ktpa with the new Korba-III 325 ktpa smelter in 2015, where the first metal tapping was conducted in 2014. Both the Jharsuguda-I and Korba-II smelters operated above their stated capacity during the year. The smelters at our aluminium business unit in Chattisgarh (BALCO) have access to captive power from the 810 MW thermal power plants. An additional 1,200 MW power plant is expected to commence production soon. Aluminium is seen as the metal of the future with the potential to be almost 100% recyclable, and as such it is often referred to as the “green metal”. India’s aluminium demand is expected to grow at a rate of 11-12% CAGR over the course of the next 10 years, and is due to reach 5 million tonnes by 2020. 45% of the country’s domestic capacity remains unutilized due to shortages of bauxite, alumina and coal. This additional capacity could generate approximately $3.6 billion in revenue and substantially increase GDP in the states where mining takes place, as well as contribute $3.4 billion to the government budget. We have strategically located our plants in the bauxite- and coal-rich regions of eastern India. The aluminium division in Odisha is renowned for its high quality bauxite reserves and large coal reserves. The aluminium unit comprises a 1 million tonne alumina refinery at Lanjigarh, and is connected to a 75 MW captive power plant. We have established 1.75 million tonne aluminium smelting facility at Jharsuguda. This 500 ktpa smelter is supplied by a 1,215 MW captive power plant.

Where We Operate Our aluminium operations have operational smelters at Korba (Chhattisgarh) and Jharsuguda (Odisha) and an alumina refinery at Lanjigarh (Odisha).

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Asset Portfolio  Largest aluminium producer in India with integrated power and strategically located large-scale assets. Committed to an integrated aluminum strategy - focus on securing bauxite  Efficient assets in the lower half of the global cost curve even without captive bauxite

Commercial Power We are one of the largest thermal power producers in India, operating large-scale facilities. As of March 31, 2014, the total power generating capacity of our thermal power plants and wind power plants was 5,596.8 MW, which includes our twelve thermal coal-based captive power plants with a total power generation capacity of 5,240.5 MW. We operate multiple power plants in various locations across India. Our commercial power generation business currently operates the 2,400 MW Jharsuguda power plant in Odisha, the 270 MW BALCO power plant in Chattisgarh and the 100 MW MALCO power plant in Tamil Nadu. Our Hindustan Zinc Limited plant has capacity for 274 MW of wind power generation, making it one of the largest producers of wind power in India. We have the following power plants under construction: BALCO’s 1,200 MW thermal coal-based captive power plant in the State of Chhattisgarh which is awaiting final stage regulatory approval; Talwandi Sabo’s 1,980 MW thermal coal based captive power plant, comprising three units of 660 MW each, in the state of Punjab. Commercial operation of the first unit is expected to commence in second quarter of fiscal year 2015, and the other units in a phased manner.

Where We Operate Our Commercial Power generation business are located across India which includes 2,400 MW Jharsuguda Power Plant in Odisha, 270 MW BALCO power plant in Chhattisgarh, 100 MW MALCO power plant in Tamil Nadu and 274 MW HZL with power plants at various locations in India. We are also setting up a 1,980 MW Talwandi Sabo power plant in the state of Punjab and 1,200 MW thermal coal-based captive power plant in the State of Chhattisgarh

Asset Portfolio  Capacity of 3.8 GW (600MW of 2.4GW at Sterlite Energy, 1,980MW TSPL, 600MW of 1,200MW at BALCO, 100MW at MALCO , 270 MW at BALCO and 274MW at HZL )

f) OTHER GROUP COMPANIES

Cairn India Limited Registered Address: 101, First Floor, C Wing, Business Square, Andheri Kurla Road, Andheri (E), Mumbai – 400 059

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Cairn India is one of the largest independent oil and gas exploration and production companies in India with a market capitalisation of ~ US$ 10 billion. Cairn India was rated as the fastest-growing energy company in the world, as per 2012 & 2013 Platts Top 250 Global Energy Company Rankings. Cairn India operates ~ 30 per cent of India’s domestic crude oil production. Through its affiliates, Cairn India has been operating for close to 20 years playing an active role in developing India’s oil and gas resources. To date, Cairn India has opened 4 frontier basins with over 40 discoveries, 31 in Rajasthan alone. The Mangala field in Rajasthan, discovered in January 2004, is the largest onshore oil discovery in India in more than two decades. Mangala, Bhagyam and Aishwariya fields – major discoveries in the Rajasthan blockhaave gross ultimate oil recovery of over 1 billion barrels. Cairn India has a portfolio of 9 blocks - one block in Rajasthan, which contains multiple assets, two on the west coast and four on the east coast of India and one each in Sri Lanka and South Africa. Oil and gas is currently being produced from Rajasthan, Ravva and Cambay. The Issuer as of date owns 59.9 % of the issued, subscribed and paid capital of Cairn India Limited.

Hindustan Zinc Limited

Registered Address: Yashad Bhawan Udaipur - 313 004 Rajasthan, INDIA Hindustan Zinc is a Vedanta Group company in zinc, lead and silver business. We are one of the world's largest integrated producer of zinc and are among leading global lead and silver producers. We are one of the lowest cost producers in the world and are well placed to serve the growing demand of Asian countries. Hindustan Zinc is a subsidiary of the BSE and NSE listed Sesa Sterlite Limited (ADRs listed on the NYSE), a part of London listed diversified metals and mining major, Vedanta Resources plc. Our core business comprises of mining and smelting of zinc and lead along with captive power generation. We have a metal production capacity of over one million tonnes per annum with our key lead-zinc mines in Rampura Agucha and Sindesar Khurd; and key modern smelting complexes in Chanderiya and Dariba, all in the state of Rajasthan in India. We are focused on operational excellence and long-term sustainability on the back of our high-quality assets, long mine life of over 25 years and low cost base. With reserves and resources of 365.1 million tonnes, our exploration programme is integral to our growth and future expansions. Successful exploration and subsequent development of mineral assets underlines our mission and business strategy. We own 474 MW of coal based thermal captive power plants in Rajasthan to support our metallurgical operations. In addition, our environment friendly power generation includes 274 MW of wind energy and 36MW from waste heat generation. The Issuer as of date owns 64.9 % of the issued, subscribed and paid capital of Hindustan Zinc Limited.

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BALCO

Registered Address: Aluminium Sadan, Core - 6, Scope Office Complex, Lodi Road, New Delhi - 110 003 The Issuer had acquired a 51% stake in Government of India Bharat Aluminum Company in 2001 in the state divestment program. The entity primarily comprises of a 245 ktpa smelter at Korba in India and a Captive Power Plant - with 540MW capacity. Further, first metal was tapped at BALCO 325kt aluminium smelter during Q4 FY2014 and operations will ramp up in FY2015 once the1,200 MW Korba power plant is operational. The first unit of this power plant is expected to be synchronized in FY2015

MALCO Energy Limited

Registered Address: Post Box No.4 , Mettur Dam RS 636402, Salem District, Tamil Nadu, India. Tel +91-04298-222061, 304309 Mettur power plant is a 106.5 MW coal based thermal power plant operated by MALCO Energy Limited. The power plant at Mettur Dam, Tamil Nadu, is one of the largest merchant power plant in the state of Tamil Nadu. The plant has been set up in stages, with the first 75 MW set up in the year 1999 to cater to the requirements of the aluminium smelter operated by MALCO. The aluminium operations were closed since November 2008. An additional 25 MW unit was added in the year 2009. Further, a 6.50 MW steam turbine generator was added in the year 2013 taking capacity to106.5 MW. MALCO entered in to an energy purchase agreement with Tamil Nadu Electricity Board in January 2009 for supply of power until April 2009 and entered with Power Trading Corporation Limited for supply of power to Tamil Nadu Electricity Board from April 2009 until May 2011, which was subsequently renewed up to August 31, 2014 and is continuing the power supply to Tamil Nadu Electricity Board. The tariff for power supply is as provided in the energy purchase agreement.

The Issuer as of date owns 100% of the issued, subscribed and paid capital of MALCO.

TSPL

Registered Office: Village Banawala, Mansa - Talwandi Sabo Road, Distt. Mansa, Punjab - 151302 INDIA Talwandi Sabo Power Limited (“TSPL” or the “Project” or the “Company”), is a wholly owned subsidiary of Sesa Sterlite Limited, a Vedanta group company. TSPL is implementing a domestic coal based power project with a generation capacity of 1,980 MW (3 x 660 MW) using supercritical technology near Talwandi Sabo, Village Banawala, District Mansa, Punjab. The project was awarded to Sterlite Energy Limited (since merged with Sesa Sterlite Limited) under case 2 bidding in 2008 invited by the erstwhile Punjab State Electricity Board (PSEB), now Punjab State Power Corporation Ltd. 24

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(PSPCL). Entire power from the project would be supplied to PSPCL under the PPA. The implementation of the project is in full swing and the first unit was commissioned in the month of July 2014. Balance 2 units are also expected to be commissioned in FY 2014 -15 The Issuer as of date owns 100% of the issued, subscribed and paid capital of TSPL.

Western Cluster Limited (WCL)

In 2009 The Government of Liberia has selected ELENILTO for the development of the Western Cluster iron mega-project. Elenilto has executed a 25 years Mineral Development Agreement with the Government of Liberia to develop the mines. In 2011, Sesa Goa (a subsidiary of Vedanta Resources PLC) joined the project as the operating partner and has become 100% shareholder of WCL. Located in western Liberia, the Western Cluster project consists of three mining concessions, the Bomi, Mano and Bea, with over 1,000 Mt of iron ore resource. The general geology of the iron ore concessions is typical of Proterozoic banded iron formations (BIF), and is comprised primarily of quartz, hematite, and magnetite as well such weathering and replacement products as martite and limonite. At WCL’s Liberia iron ore project, exploration activities are progressing, with over 120,158 meters of drilling completed as of March 31, 2014. WCL is an iron ore project comprising three deposits: • Bomi Hills, which is estimated to have 172 million tons of mineral reserves as of March 31, 2014, and is located 70 km from Monrovia port; • Bea Mountain had nil mineral reserves as of March 31, 2014, and is located 105 km from Monrovia port; and • Mano River had nil mineral reserves as of March 31, 2014, and is located 140 km from Monrovia port.

The operational infrastructure at these mines will be developed in phases, with a target capacity of 28 mmtpa. The first phase of the project envisages a 0.3 mmtpa iron ore output from the Bomi Mine. Initially, the saleable ore will be transported 76 km to the Monrovia port by road, but this arrangement will be replaced by an integrated logistics solution gradually set up for the integrated project. WCL is in the process of securing statutory clearances for the project. The Issuer as of date owns 100% of the issued, subscribed and paid capital of WCL.

Skorpion & Lisheen

Address: Lisheen Mine- Killoran, Moyne, Thurles, Co.Tipperary, Ireland Skorpion Zinc Mine- 26 km North of Rosh Pinah Namzinc (Pty) Ltd, Rosh Pinah, Namibia The Group’s zinc international business comprises Skorpion mine and refinery in Namibia operated through THL Zinc Namibia Holdings (Proprietary) Limited (“Skorpion”), Lisheen mine in Ireland 25

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operated through Vedanta Lisheen Holdings Limited (“Lisheen”) and Black Mountain Mining (Proprietary) Limited (“BMM”), whose assets include the Black Mountain mine and the Gamsberg mine project which is in exploration stage, located in South Africa. The Group has 100% issued, subscribed and paid capital in Skorpion, 74% issued, subscribed and paid capital in BMM and 100% issued, subscribed and paid capital in Lisheen as at March, 2014

Australian Copper Mines

Our international copper operations include the Mt. Lyell copper mine in Tasmania, Australia. The Mt. Lyell copper mine provided approximately 5.06% of our copper concentrate requirements in fiscal year 2014 The operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operation at this mine has been placed under care and maintenance following a rock falling on the ventilation shaft in June 2014. The Issuer as of date owns 100% of the issued, subscribed and paid capital of Australian Copper Mines

g) MANAGEMENT AND THE BOARD OF DIRECTORS

Sesa Sterlite’s Board is chaired by Mr. Navin Agarwal. The other members of the Board Tom Albanese, Naresh Chandra, Gurudas Kamat, DD Jalan, Lalita Gupte, Ravi Kant and Tarun Jain.

Executive Directors Anil Agarwal – Chairman Emeritus - Sesa Sterlite and Executive Chairman Vedanta Resources Mr Agarwal founded the Group in 1976 and has over 35 years of entrepreneurial and mining experience. He has helped to shape the Group’s strategic vision and, under his leadership, the Group has achieved tremendous growth both organically and through value-generating merger and acquisition activity, creating a world-class diversified portfolio of large structurally low-cost assets which are capable of generating strong cash flow.

Navin Agarwal – Executive Chairman Sesa Sterlite and Deputy Executive Chairman Vedanta Resources Mr Agarwal has over 25 years of senior management experience within the Group. As Chairman of the Executive Committee, he has been instrumental in driving the execution of the strategy set by the Board. He is also responsible for supervision oversight of capital raising initiatives, global investor relations and talent development at senior management levels. Mr Agarwal has helped to develop a culture of continuous improvement with the implementation of best management practices across the Group

Tom Albanese–Chief Executive Officer Sesa Sterlite and Vedanta Resources Tom Albanese is the CEO of Vedanta Resources plc and Sesa Sterlite Limited, Effective 1 April 2014, Mr Albanese was appointed the Chief Executive Officer and a director of Vedanta Resources plc. In September 2013, Mr Albanese was appointed Chairman of Vedanta Resources Holdings Limited, the 26

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holding company of Sesa Sterlite Limited and Konkola Copper Mines. He is also a director of Franco- Nevada Corporation, a Toronto-based gold and metal streaming company. From 2007 to January 2013, Mr Albanese was chief executive officer of Rio Tinto Plc. Mr Albanese joined Rio Tinto in 1993 when the company acquired Nerco Minerals, where he was chief operating officer from 1989 to 2000. Mr Albanese joined Nerco Minerals in 1985 as an analyst, prior to working as an engineer from 1981 to 1983 on an Alaskan gold project acquired by Nerco. Mr Albanese previously served on the boards of Ivanhoe Mines Limited, Palabora Mining Company and Turquoise Hill Resources Limited. In addition, he is a member of the Board of Visitors, Duke University, Fuqua School of Business. Mr Albanese holds a bachelor’s degree in mineral economics and a master’s degree in mining engineering from the University of Alaska

Board of Directors

Naresh Chandra – Independent Non-Executive Director Mr. Naresh Chandra has served as India’s Ambassador to the United States of America and was the Cabinet Secretary to the Government of India. Mr. Naresh Chandra is a post graduate, Master of Science in Mathematics from Allahabad University and a retired officer of the Indian Administrative Services. Mr. Naresh Chandra has held various senior positions such as Chairman of the Indian Government Committee on Corporate Governance, Senior Advisor to the Prime Minister, Governor of Rajasthan, and Chief Secretary to the Government of Rajasthan. A reputed administrator and diplomat, Naresh Chandra serves as an independent director on the boards of a number of companies.

Gurudas Kamat – Independent Non-Executive Director Mr. Gurudas D. Kamat is a Non-Executive Independent Director. Mr. Kamat retired as Chief Justice of Gujarat High Court in January 1997. Mr.Kamat is enagaged in judicial work relating to arbitration and conciliation. Mr. Kamat was appointed as Director of Sesa Sterlite on 22nd December 2005. He has over 45 years of experience in the field of legal practice and judiciary, having practiced in Bombay as well as in Goa in various branches of law. Mr. Kamat was prosecutor for the Government of Goa from 1967 to 1969. From 1980 onwards, Mr. Kamat was an advocate for the Customs and Central Excise Departments of the Government of India. Mr. Kamat was a member of the senate and faculty of law of Bombay University from 1978 to 1980. Mr. Kamat was appointed as a judge of the Bombay High Court on 29 November 1983.

Lalita Gupte – Independent Non-Executive Director Ms. Lalita D. Gupte is the former Joint Managing Director of ICICI Bank, and currently the Chairperson of ICICI Venture Funds Management Company Limited. Ms. Lalita D. Gupte joined the board of ICICI Limited in 1994 as the Executive Director and remained on the board as Joint Managing Director until 2002 when it merged with ICICI Bank. She was the Joint Managing Director of ICICI Bank from 2002 until 2006. She has more than three decades of experience in the financial sector and has held various leadership positions in areas of leasing, planning and resources and corporate banking. She serves on the boards of many large corporates like Alstom SA in France, Godrej Properties and Kirloskar

1 ABOUT THE ISSUER

Brothers. Lalita Gupte holds a Bachelor’s Degree in Economics and a Master’s degree in Business Management. She did her advanced management programme from INSEAD.

Ravi kant – Independent Non-Executive Director Mr. Ravi Kant joined the Board of Directors of the Company on January 28, 2014 as a Non-Executive Independent Director. Mr. Ravi Kant retired as the Vice-Chairman of Tata Motors Limited effective May 31, 2014 at the age of 70. Mr. Kant was the Managing Director of Tata Motors which is India’s largest Automobile Manufacturing Company from July 29, 2005 to June 1, 2009 and thereafter its Vice Chairman.

He joined Tata Motors in 1999, and was associated with Jaguar & Land Rover, Tata Daewoo Commercial Vehicles, Korea and Tata Motors, Thailand. Prior to joining Tata Motors Ltd., in 1999, Mr. Ravi Kant was Director, Phillips India Limited looking after Consumer Electronics. He has also worked with LML Ltd. Titan Watches and other consumer/metal companies in senior positions. He is the Chairman of TAL Manufacturing Solutions Ltd. and Tata Advanced Materials Ltd. and is on the Board of Tata Industries. He is the Chairman of the Indian Institute of Management, Rohtak and is on the Governing Board of National Institute of Design, Ahmedabad. He is on the Board of CGIO, Singapore. He is a member of the International Business Leadership Forum, London. Mr. Ravi Kant had his education at Mayo College, Ajmer; Indian Institute of Technology, Kharagpur and Aston University, Birmingham, UK from where he did his Masters in Management in Industry. He was conferred with an Honorary D.Sc. by the Aston University, in Birmingham in July 2008. He is an Honorary Industrial Professor at the University of Warwick, UK.

Tarun Jain – Whole Time Director, Sesa Sterlite Mr. Tarun Jain served as Director of Finance for Sterlite Industries (India) Limited . Mr. Jain was responsible for all financial matters at Sterlite group, as well as strategic planning and corporate communications. He has over 24 years of experience in Corporate Finance, Accounts, Audit, Taxation and Secretarial Practice. Mr. Jain was with Sterlite since 1984. He serves as a Non Executive Director of Cairn India Limited since December 16, 2011. He has been a Director of Sterlite Gold Ltd. since January 1999. . He serves as a Director of Bharat Aluminum Company Ltd. and served as a Whole Time Director of Sterlite Industries (India) Ltd. from November 24, 2004 to March 31, 2009 and also as Director of Hindustan ZInc. Ltd. from April 11, 2002 to March 2009. He served as a Non- Executive Director of Madras Aluminum Company Ltd. from January 18, 1995 to June 30, 2008. Mr. Jain is a Fellow Member of The Institute of Chartered Accountants of India, a graduate of The Institute of Cost and Works Accountants of India and a Fellow member of The Institute of Company Secretaries of India.

Dindayal Jalan – Whole Time Director & Chief Financial Officer, Sesa Sterlite and Chief Financial Officer - Vedanta Resources Mr. D.D. Jalan, is presently Whole Time Director and CFO of Sesa Sterlite. He is also the CFO of Vedanta Resources Plc. Mr. Jalan joined Sterlite in January 2001 as President of Australian operation responsible for its mining operation and moved to the position of CFO of SIIL and then to CFO of Vedanta Resources Plc. Mr. Jalan is a Chartered Accountant and has over 35 years of experience in

1 ABOUT THE ISSUER

leadership position of companies in engineering, mining and non-ferrous sector. He serves as a Director several subsidiaries of Vedanta Resources Plc and Sesa Sterlite Limited.

Senior Management Team

Dilip Golani – Director Management Assurance and Information Technology Mr. Golani joined the Group in April 2000 as the head of the Group’s Management Assurance division. Mr. Golani has also headed the Sales and Marketing and Group Performance Management divisions in the company. Prior to joining the Group, Mr. Golani was responsible for auditing the Unilever group companies in Central Asia, Middle East and Africa regions, and for managing operations and marketing functions at Unilever India. He has over 25 years of experience and has previously worked with organizations; Ranbaxy Laboratories Limited and Union Carbide India Limited. Mr. Golani is a Bachelor in Mechanical Engineering from Motilal National Institute of Technology, Allahabad and has done Post Graduation in Industrial Engineering and Management from NITIE, Mumbai.

Akhilesh Joshi - Chief Operating Officer and Whole Time Director, Hindustan Zinc Limited (HZL) Mr. Joshi joined the Group in 1976 and was appointed as Chief Executive Officer in February 2012. In October 2008, he became Chief Operating Officer and whole-time Director of HZL. Prior to this, he was the Senior Vice President of Mines responsible for the overall operations at all mining units. He is also a Director of Madanpur South Coal Company Limited. Mr. Joshi has a mining engineering degree and a post graduate diploma in economic evaluation of mining projects from the School of Mines, Paris. He also has a first class Mine Manager’s Certificate of Competency.

SK Roongta - Vice Chairman, BALCO and Chairman, TSPL Mr. Roongta joined the company in June, 2011. Prior to his present appointment, he was the Chairman of Steel Authority of India Limited (SAIL). Mr. Roongta had 38 years of experience with SAIL, and held several key positions in the marketing, HR and Raw Materials Division before being appointed as Chairman of the SAIL board in 2006. Mr. Roongta is a Bachelor of Engineering from the Birla Institute of Technology and Science, Pilani, with PG Diploma in Business Management in International Trade, from the Indian Institute of Foreign Trade (IIFT), Delhi. He is Chairperson of the Board of Governors of the Indian Institute of Technology (IIT), Bhubaneshwar. He also serves as Independent Director on the Boards of ACC Limited and Jubilant Industries Limited. Mr. Roongta is associated with various apex chambers, being Chairperson of Steel & Metal Committee and Member, Steering Committee of FICCI and Chairperson, National Expert Committee on Minerals & Metals of the Indian Chamber of Commerce (ICC).

M Siddiqi - Group Director, Projects Mr. Siddiqi joined the Group in 1991 and rising through several operational roles, he led the set up of the Group’s large Aluminum and Power projects including BALCO smelters and captive power plants. He also played a key role in setting up the Copper smelter at Tuticorin. Prior to his appointment as Group Director of Projects he was Chief Executive Officer of the Group’s Aluminum division. Prior to joining the Group, Mr. Siddiqi held senior positions in Hindustan Copper Limited. He has over 35 years

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of industry experience. Mr. Siddiqi has a Mechanical Engineering degree from the Indian Institute of Technology, New Delhi.

R Kishore Kumar - Chief Executive Officer (Africa Base Metals) Mr. Kumar joined the Group in April 2003, and served as VP Marketing at HZL & Sterlite copper, Chief Executive Officer of Sterlite Industries India Ltd and CEO of Konkola Copper Mines in Zambia. He subsequently was responsible for the acquisition of the ZI assets of Anglo and was the CEO of ZI assets prior to being appointed as Chief Executive Officer, Africa (Base Metals) October 2013. Mr. Kumar has over 30 years of experience and expertise in accountancy, commerce, marketing, supply chain management, mergers & acquisitions and human capital development. Prior to joining the Group, Mr. Kumar was employed by Hindustan Lever Limited for 12 years.

Roma Balwani - President, Group Communications, Sustainability & CSR Roma Balwani, an economics graduate, PG Marketing, Mumbai university joined the group in April 2014. She is responsible for driving Group Communications, Sustainability & CSR as a strategic function across Vedanta group. Roma has over three decades of experience in various aspects of strategic communications. Prior to joining Vedanta, she was the Chief Group Communications Officer at Mahindra Group, India. She features in the global Holmes Report, Influence100, in-house communicators. She completed EMP from Michigan Ross Business School, USA & Harvard Business School, Boston, USA. She is on the Global Advisory Committee of the World Communication Forum (WCF) at Davos, Switzerland.

Rajesh Padmanabhan - President and Group Chief Human Resource Officer Mr. Padmanabhan joined the group in June 2014. He has over 29 years of experience in various roles in corporate banking, leasing, structured finance, setting up new businesses, SAP consulting and global human resources. Prior to joining, he was the Corporate Vice President and Chief Human Resource Officer at Capgemini, India. Mr. Padmanabhan has Double Masters degree in Human Resources and Finance from the University of Mumbai. He has served as a distinguished member of several national and international human resources forums. He is a member of the National board of National HRD Network and was a member of the National committee of Human Resources and Industrial Relations for Confederation of Indian Industry.

A Thirunavukkarasu - President, Corporate Development Mr. Thirunavukkarasu joined the Group in April 2004 as Senior Vice President, Copper Division, prior to serving the role of President – Group HR in July 2007. He assumed his new role as President – Corporate Development, Chairman’s Office in June 2014. He has provided strategic global HR leadership and held corporate social responsibility and public relations roles. Prior to joining the group, Mr. Thirunavukkarasu worked in the HRM division of English Electric, Hindustan Lever and TVS Electronics. Mr. Thirunavukkarasu holds a master’s degree in Personnel Management and Organizational Behavior from Loyola College, Chennai.

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DETAILS OF THE COMMITTEES OF THE BOARD

Audit Committee Lalita Gupte Chairman Ravi Kant Member Naresh Chandra Member G.D. Kamat Member

Nomination & Remuneration Committee Naresh Chandra Member Ravi Kant Member G.D. Kamat Member Tom Albanese Member Tarun Jain Member

Committee of Directors Navin Agarwal Chairman Tom Albanese Member Tarun Jain Member D.D. Jalan Member

CSR Committee Naresh Chandra Chairman Ravi Kant Member Tom Albanese Member Tarun Jain Member

Finance Standing Committee Tarun Jain Member Tom Albanese Member D.D. Jalan Member

Stakeholders Relationship Committee G.D. Kamat Chairman Naresh Chandra Member Lalita Gupte Member D. D. Jalan Member

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MANAGEMENT PERCEPTION OF RISK FACTOR These risks may include, among others, business aspects, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Prospective investors should carefully consider all the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in the Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. a) RISK FACTORS IN RELATION TO THE DEBENTURES

An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the following risk factors and all the information set forth in this Information Memorandum before making an investment in our Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the Issuer’s business, results of operations and financial condition. If any particular or some combinations of the following risks or other risks that are not currently known actually occur, the business prospects, results of operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks will also affect the trading price of the Debentures and the value of your investment could decline or be lost. Taxation: Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Interest Rate Risk: All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures. The Debentures may be illiquid: It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. Downgrading in credit rating: The Debentures have been rated by the Credit Rating Agency as having CRISIL AA+/ Stable Outlook rating for the issuance of Debentures for an aggregate amount of INR 1500 Crores The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debts. The rating is subject to changes and contingent upon various actions and circumstances. The Issuer has limited sources of funds to fulfill its obligations under the Debentures: If there is a 32

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shortfall in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals and/or borrowings and depending upon the profitability of the Issuer. The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments. The Debentures may not be a suitable investment for all investors: Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. These risks may include, among others, equity market risks, bond market risks, interest rate risks, market volatility and economic, political and regulatory risks and any combination of these and other risks. Delays in court proceedings in India: If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts:The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer: The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business (including workmen’s dues). Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses. The investors are required to take independent advice with regards to the consequences of any of the events mentioned herein. Receipt of coupon or principal is subject to the credit risk of the Issuer: Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures. b) RISKS IN RELATION TO INDIAN MARKET, ECONOMY AND POLITICAL SITUATION Future legal and regulatory obstructions: The central and state governments serve multiple roles in the Indian economy, including producers, consumers and regulators, which may have a significant influence on the Issuer. Future government policies and changes in laws and regulations in India, including applicable foreign exchange laws and comments, statements, policy changes or any adverse 33

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interpretation of applicable law by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement, policy change or adverse interpretation by any regulator could have an adverse effect on the market for and the price of the Debentures. Further, the SEBI, the National Stock Exchange/Bombay Stock Exchange, ROC or other regulatory authorities may require clarifications on this Offer Letter, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected. c) RISK FACTORS IN RELATION TO THE ISSUER AND INDUSTRY

This Information is are based on our current expectations, assumptions, estimates and projections about our company and our industry and statements are subject to various risks and uncertainties.

Risks Relating to the Business of the Issuer

Licenses and Approvals Our operations are subject to governmental, health and safety and environmental regulations, which require us to obtain and comply with the terms of various approvals, licenses and permits. Any failure to obtain, renew or comply with the terms of such approvals, licenses and permits in a timely manner may have a material adverse effect on our business, results of operations and financial condition Numerous governmental permits, licenses, approvals and leases are required for our operations as the industries in which we operate and seek to operate are subject to numerous laws and extensive regulation by national, state and local authorities in jurisdictions including India, Sri Lanka, Australia, Namibia, South Africa, Ireland, Liberia and any other jurisdictions where we may operate in future. Our operations are also subject to laws and regulations relating to employment, the protection of health and safety of employees as well as the environment, including conservation and climate change. Our oil and gas, exploration and mining activities depend on the grant or renewal of various exploration and mining licenses and production sharing contracts and other regulatory approvals that are valid for a specific period of time. In addition, such licenses and contracts contain various obligations and restrictions, including restrictions on assignment or any other form of transfer of a mining lease or on the employment of a person who is not an Indian national. Furthermore, under the terms of the production sharing contracts, we are obliged to sell our entitlement to crude oil in the domestic Indian market until such time as the total availability of the crude oil and condensate from all domestic petroleum production activities meets the total national demand and India achieves self- sufficiency. There is currently a mismatch between the demand and the supply for crude oil in India, with the demand outweighing the domestic production of crude oil, and this mismatch is expected to continue in the long term. However, to the extent our Indian blocks yield crude oil that is not suitable for processing by refineries in India, it may be difficult for us to monetize such domestic crude oil reserves and this could have a material adverse effect on our oil and gas business, financial condition or results of operations.

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Any general suspension of mining activities by the government of a jurisdiction containing our mining operations could have the effect of closing or limiting production from our operations.. Furthermore, regulation of greenhouse gas emissions in the jurisdictions of our major customers and in relation to international shipping could also have an adverse effect on the demand for our products. Increasing regulation of climate change issues such as greenhouse gas emissions, including the progressive introduction of carbon emissions trading mechanisms and tighter emission reduction targets, may raise energy costs and costs of production over the coming years. Any failure to comply with applicable laws, regulations or recognized international standards, or to obtain or renew the necessary permits, approvals and leases may result in the loss of the right to operate our facilities or continue our operations, the imposition of significant administrative liabilities, or costly compliance procedures, or other enforcement measures that could have the effect of closing or limiting production from our operations. Any prolonged closure of our operations could have a material adverse effect on our businesses, results of operations, financial condition or prospects or may result in the recognition of an impairment of our assets.

Political, Legal, Regulatory and Social Risks We are exposed to the political, legal, regulatory and social risks of the countries in which we operate. These risks potentially include expropriation and nationalization of property, instability in political, economic or financial systems, uncertainty arising from underdeveloped legal and regulatory systems, corruption, civil strife or labor unrest, acts of war, armed conflict, terrorism, outbreaks of infectious diseases, prohibitions, limitations or price controls on hydrocarbon exports and limitations or the imposition of tariffs or duties on imports of certain goods. Countries in which we have operations or intend to have operations have transportation, telecommunications and financial services infrastructures that may present logistical challenges not associated with doing business in more developed locales. Furthermore, we may have difficulty in ascertaining our legal obligations and enforcing any rights that we may have. Political, legal and commercial instability or community disputes in the countries and territories in which we operate could affect our operations. Some of our current and potential operations are located in or near communities that may regard such operations as having a detrimental effect on their environmental, economic or social circumstances.

Changes in local laws Material changes in the regulations that govern our businesses, or the interpretation of recent legislation, could have a material adverse effect on our business, financial condition and result of operations

Asset concentration Risks We have significant asset concentration risks, and any interruption in the operations at those assets could have a material adverse effect on our results of operations and financial condition Our results of operations have been and are expected to continue to be substantially dependent on the reserves, production and the cost of production at certain of our key assets, and any interruption in the operations or exploration and development activities at those assets for any reason could have a material adverse effect on our results of operations and financial condition. 35

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Capital Risks Our business requires substantial capital expenditures and the dedication of management and other resources to maintain ongoing operations and to grow our business through projects, expansions and acquisitions, which projects, expansions and acquisitions are subject to additional risks that could adversely affect our business, financial condition and results of operations. As part of our growth strategy, we intend to continue to pursue acquisitions to expand our business. There can be no assurance that we will be able to identify suitable acquisition, strategic investment or joint venture opportunities, obtain the financing necessary to complete and support such acquisitions or investments, integrate such businesses or investments satisfy regulatory requirements for such acquisitions or that any business acquired will be profitable. If our planned expansions and new projects are delayed, or if we experience cost overruns in our projects, our results of operation and financial condition may be materially and adversely affected.

Competitive Risks If we are unable to secure additional reserves of oil and gas, zinc, copper, iron ore and bauxite that can be extracted at competitive costs or cannot extract existing reserves at competitive costs, our profitability and operating margins could decline. We may not be able to accurately assess the geological characteristics of any reserves that we acquire, which may adversely affect our profitability and financial condition.. Our future production depends significantly upon our success in finding or acquiring and developing additional reserves adopting and using the appropriate technology. If we are unsuccessful, we may not meet our production targets which could adversely affect our results of operations and financial condition.

Operational Risks Our operations are subject to risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, power generation, mining and oil exploration. We are subject to operating conditions and events beyond our control that could, among other things, increase our mining, transportation or production costs, disrupt or halt operations at our mines and production facilities permanently or for varying lengths of time or interrupt the delivery of our products to our customers.  Third Party: We depend on third parties for the construction, delivery and commissioning of the power facilities, supply and testing of equipment and transmission and distribution of electricity that we generate, which is beyond our control. We further depend on Third Parties to supply of a portion of our raw material requirements, for the continuance of certain iron ore mining leases, and for execution of our projects and supply of equipment and services, as well as for offtake of our production volumes  Price volatility and changes in tariff policy. As we sell the power we generate in the open market (rather than to captive schemes), we are exposed to spot prices, which are subject to factors beyond our control.

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 Power purchase agreements. The power purchase agreements and other agreements that we have entered into, or may enter into may require us to guarantee certain minimum performance standards, such as plant availability and generation capacity, to the power purchasers.  Power transmission. Lack of strong power transmission infrastructure could restrict our power generation volumes.  Regulatory compliance. Power generation in India is a regulated industry. In particular, national and state regulatory bodies and other statutory and government mandated authorities may, from time to time, impose minimum performance standards upon us. Failure to meet these requirements could expose us to the risk of penalties, including, in certain instances, plant shut downs.  Accidents at mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities. Any accidents or explosions causing personal injury, property damage or environmental damage at or to our mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities may result in expensive litigation, imposition of penalties and sanctions or suspension or revocation of permits and licenses.  Strikes and industrial actions or disputes. The majority of the total workforce of our consolidated group of companies is unionized. Strikes and industrial actions or disputes have in the past and may in the future lead to business interruptions and halts in production. We are exposed to competitive pressures in our various business segments in which we operate which could result in lower prices or sales volumes of the products we produce, which may cause our profitability to suffer

Defects in title or loss Our ability to mine the land on which we have been granted mining lease rights and to make use of our other industrial and office premises is dependent on the acquisition of surface rights. Surface rights and title to land are required to be negotiated separately with land owners, although there is no guarantee that these rights will be granted. Any delay outside of the ordinary course of business in obtaining or inability to obtain or any challenge to the title or leasehold rights to surface rights could negatively affect our business, financial condition or results of operations. In addition, there may be certain irregularities in title in relation to some of our owned and leased properties. Third party interests in our subsidiary companies, restrictions due to stock exchange listings of our subsidiary companies as well as third party interest in assets of our subsidiary companies will restrict our ability to deal freely with our subsidiaries or such assets of our subsidiary companies, which may have a material adverse effect on our results of operations and financial condition: We do not wholly own all of our operating subsidiaries, although we hold the majority of the total outstanding share capital in all of our subsidiaries. Although we have direct or indirect management control of HZL, BALCO, Black Mountain Mining and Cairn India, each of these companies has other shareholders who, in some cases, hold substantial interests.

Update Costs: If we do not continue to invest in new technologies and equipment, our technologies and equipment may become obsolete and our cost of production may increase relative to our competitors, or such implemented technologies might not achieve the objective, which would have a material adverse effect on our results of operations, financial condition and prospects 37

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Our profitability and competitiveness are in large part dependent upon our ability to maintain a low cost of production as we sell commodity products with prices we are unable to influence. Unless we continue to invest in newer technologies and equipment and are successful at integrating such newer technologies and equipment to make our operations more efficient, our cost of production relative to our competitors may increase and we may cease to be profitable or competitive. Newer technologies and equipment are expensive and the necessary investments may be substantial. Moreover, such investments entail additional risks including whether they will reduce our cost of production sufficiently to justify the capital expenditures to obtain them, or whether they will result in achieving the objective of using such technology.

Restrictive Covenants: We are subject to restrictive covenants for the credit facilities including term loans and working capital facilities provided to us and our subsidiaries There are restrictive covenants in agreements which we have entered into with certain financial institutions for our borrowings and for borrowings by our subsidiaries. These restrictive covenants among others, require us to maintain certain financial ratios and seek the prior permission of these financial institutions for various activities, including, among others, any change in our capital structure, issue of equity, preferential capital or debentures, raising any loans and deposits from the public, undertaking any new project, effecting any scheme of acquisition, merger, amalgamation or reconstitution, implementing a new scheme of expansion or creation of a subsidiary. If the covenants are not complied with we may be required to repay the amount borrowed from such lenders immediately. Such restrictive covenants may restrict our operations or ability to expand and may adversely affect our business, financial condition or results of operations. We maintain insurance which we believe is typical in the respective industries in which we operate and in amounts which we believe to be commercially appropriate. Nevertheless, we may become subject to liabilities against which we may not have adequate insurance coverage or at all. Our insurance policies contain certain customary exclusions and limitations on coverage which may result in our claims not being honored to the full extent of the losses or damages we have suffered.

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Risks Relating to our Industry Commodity prices and the copper TcRc may be volatile, which would affect our revenue, results of operations and financial condition. Similarly, for the portion of our alumina requirements sourced internally, our profitability is dependent upon the LME price of aluminium, less the cost of production, which includes the cost of mining bauxite, the refining of bauxite into alumina, transportation of bauxite and alumina and smelting of alumina into aluminium. For the portion of our alumina requirements sourced from third parties, our profitability is dependent upon the LME price of aluminium, less the cost of the sourced alumina and the cost of smelting. The market price of the alumina that we purchase from third parties and the market price of the aluminium metals that we sell have experienced volatility in the past and any increases in the market price of the raw material relative to the market price of the metal that we sell would adversely affect the profitability and operating margins of our aluminium business, which could have a material and adverse effect on our business, financial condition or results of operations. There are numerous uncertainties inherent in estimating crude oil and natural gas reserves. Reservoir engineering follows a subjective process of estimating underground accumulations of crude oil and natural gas. It is well understood that these cannot be measured in an exact manner. These risks are gradually mitigated through enhanced understanding of the reservoirs, achieved by undertaking additional work. Reserves estimation involves a high degree of judgment and it is a function of the quality of the available data and the engineering and geological interpretation. Results of drilling, testing and production may substantially change the reserve estimates for a given reservoir over a period of time. For these reasons, actual results may vary substantially. Such variation in results may materially impact our actual production, revenue and expenditures.

Oil and gas exploration activities are capital intensive and inherently uncertain in their outcome. Oil and gas exploration activities are capital intensive and inherently uncertain in their outcome. We or the operators of assets in which we have an interest may undertake exploration activities and incur significant costs in so doing with no assurance that such expenditure will result in the discovery of hydrocarbons in commercially viable quantities or not.

Changes in tariffs, royalties, cess, customs duties, export duties and government assistance may reduce our Indian market domestic premium, which would adversely affect our profitability and results of operations. Copper, zinc and aluminium are sold in the Indian market at a premium to the international market prices of these metals due to tariffs payable on the import of such metals. The upstream oil and gas industry is dependent on a limited number of global vendors for key equipment and services.

Risks Relating to Our Relationship with Vedanta We are controlled by Vedanta and our other shareholders’ ability to influence matters requiring shareholder approval will be extremely limited. We are a majority-owned and controlled subsidiary of Vedanta. Volcan Investments Limited, or Volcan holds 62.3% of the share capital and 69.6% of the voting rights of Vedanta as of July 31, 2014. Volcan is a holding company, 100% owned and controlled by the Trust. Conclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. As a result, shares beneficially owned by Volcan may be deemed to be beneficially owned by the Trust and, in turn, by Conclave. The beneficiaries of the Trust are members of the Agarwal family, 39

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who are related to Mr. Anil Agarwal. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our Chairman Emeritus, as protector of the Trust, may be deemed to have deemed beneficial ownership of shares that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship agreement that seeks to enable Vedanta to carry on its business independently of Volcan, its direct and indirect shareholders, and their respective associates, or collectively, the Volcan Parties. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Related Parties—Vedanta.” However, we cannot assure you that the relationship agreement will be effective at insulating Vedanta, and in turn us, from being influenced or controlled by the Volcan Parties, which influence or control could have a material adverse effect on the holders of our equity shares and ADSs. As long as Vedanta, through its subsidiaries, owns a majority of our outstanding equity shares, Vedanta may have the ability to control or influence significant matters requiring board approval and to take shareholder action without the vote of any other shareholder, and the holders of our equity shares and ADSs will not be able to affect the outcome of any shareholder vote. Vedanta will have the ability to control all matters affecting us. In the event Vedanta ceases to be our majority shareholder, we will be required to immediately repay some of our outstanding long-term debt. Vedanta’s voting control may discourage transactions involving a change of control of us, including transactions in which holders of our equity shares and ADSs might otherwise receive a premium therefore over the then current market prices. Vedanta is not prohibited from selling a controlling interest in us to a third party and may do so without the approval of holders of our equity shares and ADSs and without providing for a purchase of our equity shares or ADSs. Accordingly, our equity shares and ADSs may be worth less than they would be if Vedanta did not maintain voting control over us. Vedanta may decide to allocate business opportunities to other members of the Vedanta Group instead of us, which may have a material adverse effect on our business, results of operations, financial condition and prospects. Vedanta’s control of us means it can determine the allocation of business opportunities among us, itself and its other subsidiaries.

We have issued several guarantees as security for the obligations of certain of our subsidiaries and other companies within the Vedanta Group and we will have liability under these guarantees in the event of any failure by such entities to perform their obligations, which could have a material adverse effect on our results of operations and financial condition.

Any disputes that arise between us and Vedanta or other companies in the Vedanta Group could harm our business operations.

 Disputes may arise between Vedanta or other companies in the Vedanta Group and us in a number of areas, including:  intercompany agreements setting forth services and prices for services between us and Vedanta or other companies in the Vedanta Group;  business combinations involving us;  sales or distributions by Vedanta of all or any portion of its ownership interest in us; or  business opportunities that may be attractive to us and Vedanta, or other companies in the Vedanta Group. 40

2 MANAGEMENT PERCEPTION OF RISK FACTOR

We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.

Our agreements with Vedanta and other companies in the Vedanta Group may be amended upon agreement between the parties. As we are controlled by Vedanta, Vedanta may require us to agree to amendments to these agreements that may be less favorable to us than the original terms of the agreements.

Other Risks

As the domestic Indian market constitutes the major source of our revenue, the downturn in the rate of economic growth in India due to the unprecedented and challenging global market and economic conditions, or any other such downturn for any other reason, will be detrimental to our results of operations.

Terrorist attacks and other acts of violence involving India or other neighboring countries could adversely affect our operations directly, or may result in a more general loss of customer confidence and reduced investment in these countries that reduces the demand for our products, which would have a material adverse effect on our business, results of operations, financial condition and cash flows .

If natural disasters or environmental conditions in India, including floods and earthquakes, affect our mining and production facilities, our revenue could decline

Currency fluctuations among the Indian Rupee, the US dollar and other currencies could have a material adverse effect on our results of operations The Group’s businesses are subject to several risks and uncertainties including financial risks.

The Group’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, commodity price risk, foreign exchange risk, interest rate risk, counterparty and concentration of credit risk and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers at both the corporate and individual subsidiary level. Each operating subsidiary in the Group has in place risk management processes which are in line with the Group’s policy. Each significant risk has a designated ‘owner’ within the Group at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated. The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Group’s Audit Committee. Key business decisions are discussed at the monthly meetings of the Executive Committee, an advisory committee empowered by the board of directors (the “board”) which performs advisory function for board for decision making. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the Board.

The risk management framework aims to: . Improve financial risk awareness and risk transparency

2 MANAGEMENT PERCEPTION OF RISK FACTOR

. Identify, control and monitor key risks . Identify risk accumulations . Provide management with reliable information on the Group’s risk situation . Improve financial returns

Treasury management The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and interest rate and currency swaps and these are subject to the Group’s guidelines and policies. Interest rate swaps are taken to achieve a balance between fixed and floating rates and currency swaps are taken primarily to convert the Group’s exposure to non-US dollar currencies to INR.

Commodity price risk The Group is exposed to the movement of base metal commodity prices on the London Metal Exchange. Any decline in the prices of the base metals that the Group produces and sells will have an immediate and direct impact on the profitability of the businesses. As a general policy, the Group aims to sell the products at prevailing market prices. As much as possible, the Group tries to mitigate price risk through favourable contractual terms. The Group undertakes hedging activity in commodities to a limited degree. Hedging is used primarily as a risk management tool and, in some cases, to secure future cash flows in cases of high volatility by entering in to forward contracts or similar instruments. The hedging activities are subject to strict limits set out by the Board and to a strictly defined internal control and monitoring mechanism. Decisions relating to hedging of commodities are taken at the Executive Committee level and with clearly laid down guidelines for their implementation by the subsidiaries.

Financial instruments with commodity price risk are entered into in relation to following activities: . Economic hedging of prices realised on commodity contracts . Purchases and sales of physical contracts . Cash flow hedging of revenues forecasted highly probable transactions

2 MANAGEMENT PERCEPTION OF RISK FACTOR

Interest rate risk The Group is exposed to interest rate risk on short-term and long-term floating rate instruments. The Group’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates.

The borrowings of the Group are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. The US dollar debt is split between fixed and floating rates (linked to US dollar LIBOR) and the Indian Rupee debt is principally at fixed interest rates. The Group has a policy of selectively using interest rate swaps, option contracts and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a monthly basis.

The Group invests cash and liquid investments in short-term deposits and debt mutual funds, some of which generate a tax-free return, to achieve the Group’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.

Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.

Counterparty and concentration of credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group is exposed to credit risk for receivables, cash and cash equivalents, short-term investments, financial guarantees and derivative financial instruments.

Derivative financial instruments The Group uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and these are subject to the Group guidelines and policies. All derivative financial instruments are recognized as assets or liabilities on the consolidated statements of financial position and measured at fair value, generally based on quotations obtained from financial institutions or brokers. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation. The fair values of all derivatives are separately recorded in the consolidated statements of financial position within other current and non-current assets and liabilities. Derivatives that are designated as hedges are classified as current or non-current depending on the maturity of the

2 MANAGEMENT PERCEPTION OF RISK FACTOR

derivative. The Group uses derivative instruments as part of its management of exposures to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The use of derivatives can give rise to credit and market risk. The Group tries to control credit risk as far as possible by only entering into contracts with reputable banks and financial institutions. The use of derivative instruments is subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by management and the Board. The market risk on derivatives is mitigated by changes in the valuation of the underlying assets, liabilities or transactions, as derivatives are used only for risk management purposes.

3 FINANCIAL INFORMATION ABOUT THE COMPANY a) AUDITED ANNUAL FINANCIAL RESULTS OF THE ISSUER

Consolidated Balance Sheet for Sesa Sterlite Limited (As on March 31, 2014)

Rs in Crore As at As at Particulars 31-Mar-14 31-Mar-13

EQUITY AND LIABILITIES

Shareholders’ funds (a) Share capital 296.50 86.91 (b) Reserves and surplus 72,712.16 17,388.49 73,008.66 17,475.40

Minority Interest 33,797.45 -

Non-current liabilities (a) Long-term borrowings 54,965.77 1,179.16 (b) Deferred tax liabilities (net) 2,760.39 25.27 (c) Other long-term liabilities 1,399.48 2.32 (d) Long-term provisions 4,202.84 3.66 63,328.48 1,210.41

Current liabilities (a) Short-term borrowings 17,394.53 3,651.90 (b) Trade payables 4,134.59 321.21 (c) Other current liabilities 21,255.39 325.24 (d) Short-term provisions 1,224.47 52.86 44,008.98 4,351.21

TOTAL 214,143.57 23,037.02

ASSETS

Non-current assets (a) Fixed assets (i) Tangible assets 47,656.00 1,879.80 (ii) Intangible assets 311.11 89.08 (iii) Capital work-in-progress 43,127.69 722.54 91,094.80 2,691.42

(b) Goodwill on Consolidation 39,238.32 2,167.60 (c) Non-current investments 208.63 15,881.98 (d) Deferred tax assets (net) 25.21 - 45

3 FINANCIAL INFORMATION ABOUT THE COMPANY

(e) Long-term loans and advances 13,940.43 492.02

(f) Other non-current assets 6,126.26 - 150,633.65 21,233.02

Current assets (a) Current investments 37,700.95 176.87 (b) Inventories 9,033.79 960.95 (c) Trade receivables 4,653.74 142.39 (d) Cash and bank balances 7,684.06 36.12 (e) Short-term loans and advances 3,274.18 332.32 (f) Other current assets 1,163.20 155.35 63,509.92 1,804.00

TOTAL 214,143.57 23,037.02

Consolidated Profit and Loss for Sesa Sterlite Limited (For the year ended March 31, 2014) (Rs. In Crs) Year ended Year ended Particulars 31-Mar-14 31-Mar-13

Gross revenue from operations 69,419.59 2,849.61 Less: Excise duty (3,267.18) (100.67)

Net revenue from operations 66,152.41 2,748.94 Other income 2,073.47 53.86 Total Revenue 68,225.88 2,802.80

Expenses: Cost of materials consumed 23,134.53 221.52 Purchases of stock-in-trade 736.17 96.19

Changes in inventories of finished goods, work-in-progress and (772.02) (287.56) stock-in-trade

Power & fuel 7,315.88 546.82 Employee benefits expense 2,702.32 249.52 Finance costs 5,094.41 474.65

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Depreciation, depletion and amortisation expense 6,882.32 197.46

Other expenses 13,410.97 1,457.00 Total expenses 58,504.58 2,955.60

Profit/(Loss) before exceptional items and tax 9,721.30 (152.80)

Exceptional items 228.77 21.17 Profit/(Loss) before tax 9,492.53 (173.97)

Tax expense/(benefit) : - Current tax for the year 3,204.51 25.47

- Less: MAT credit entitlement (2,458.95) - - Tax adjustments related to previous years (1,519.88) 10.90 Net current tax expense/(benefit) (774.32) 36.37

- Deferred tax for the year (72.53) (79.31) Net tax benefit (846.85) (42.94)

Profit after tax for the year before Share in profit of 10,339.38 (131.03) Associates and Minority Interest

Add : Share in profit of Associates 1,081.93 2,411.28

Less : Minority Interest (5,122.80) - Profit for the year 6,298.51 2,280.25

Earnings per equity share of Re 1 each (in Rs): - Basic 21.46 26.24 - Diluted 21.46 26.24

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Consolidated Cash Flow for Sesa Sterlite Limited (For the year ended March 31, 2014)

(Rs. in Crs) Year Ended Year Ended 31-Mar-14 31-Mar-13 A. Cash flow from Operating

Activities Profit/(Loss) before tax 9,492.53 (173.97) Consolidated Share in Profit of 1,081.93 2,411.28 Associate

10,574.46 2,237.31 Adjusted for : - Exceptional items (Impairment of 66.84 assets) - - Provision for doubtful trade 251.52 0.07 receivables/advances -Depreciation, depletion and 6,882.32 197.46 amortisation expense

-Exploration costs written off 279.67 -

- Dividend on investments (0.72) (26.74)

- Interest Income (1,314.61) (3.69) - Finance costs (excluding net loss on foreign currency transactions 4,692.90 342.22 and translation) - Foreign Exchange loss (net) 1,309.25 156.48

- Net gain on sale of investments (722.07) (12.00) - Excess of cost investment over 77.46 fair value - - Loss /(Profit) on sale of fixed 32.16 assets (2.15) - Unclaimed Liabilities written (48.32) back (1.97) - Deferred government grant (0.19) transferred - - Consolidated Share in Profit of (1,081.93) Associate (2,411.28)

10,424.28 (1,761.60) Operating profit before working 20,998.74 475.71 capital changes Adjusted for: - Trade receivables and other (2,183.52) 376.18 assets

- Inventories 230.54 (85.80) 48

3 FINANCIAL INFORMATION ABOUT THE COMPANY

- Trade payables and other 929.09 liabilities (387.15) (1,023.89) (96.77) Cash generated from operations 19,974.85 378.94 Income taxes paid (net) (4,374.05) (356.73) Net cash generated from 15,600.80 22.21 operating activities

B. Cash flow from Investing

Activities Payments for fixed assets (7,283.58) (626.30) including capital advances Proceeds from sale of fixed assets 51.89 4.50 Purchase of current investments (102,919.74) (8,774.14) Sale of current investment 95,213.70 9,113.23 Loss on forward covers (115.14) - Loans to related parties (498.50) (0.59) Loans repaid by related parties 151.22 - Payments for acquisition of (260.51) subsidiaries - Payment for buyback of shares at subsidiary [including buyback (109.28) - expenses] Interest received 1,355.45 3.69 Dividend received from Associates 249.81 218.66 Dividend received 0.72 - Bank balances not considered as

cash and cash equivalents - Placed (7,011.18) - - Matured 9,567.68 0.69 Net cash used in investing (11,346.95) (320.77) activities

C. Cash flow from Financing

Activities Proceeds from Long term 8,052.69 - borrowings Repayment of Long term (7,384.93) (7.16) borrowings Proceeds from Short Term 48,843.59 4,719.48 borrowings Repayment of Short Term (47,128.52) (3,517.82) borrowings Repayment of loans to related (544.80) - parties Net changes in other short term (497.23) borrowings - Interest and finance charges paid (4,675.24) (258.16) 49

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Dividend and tax thereon paid (2,214.42) (201.30) Net Cash (used in) / from (5,051.62) 237.81 financing activities Effect of exchange rate on cash & (53.81) - cash equivalent Net decrease in cash and cash (851.58) (60.75) equivalents Cash and cash equivalents at the 26.29 87.04 beginning of the year Add: Acquired on acquisition 763.19 - Add: Pursuant to Scheme of 1,444.10 - Amalgamation Cash and cash equivalents at the 1,382.00 26.29 end of the year Add: Bank balances not considered as cash and cash 6,302.06 9.83 equivalents Closing balance of Cash and bank 7,684.06 36.12 balances

Notes:

 The Scheme of Amalgamation and Arrangement (the “Scheme-1”) amongst Sterlite Energy Limited (‘SEL’), Sterlite Industries (India) Limited (‘Sterlite’), Vedanta Aluminum Limited (‘VAL’), Madras Aluminum Company Limited (‘Malco’) and the Company was sanctioned by the High Court of Judicature of Bombay at Goa vide its order dated April 3, 2013 and the Honourable High Court of Madras vide its order dated July 25, 2013. The Scheme became effective for Sterlite and Malco on August 17, 2013; and for SEL and VAL the scheme became effective on August 19, 2013.  The Honourable Supreme Court of Mauritius by an order dated August 24, 2012 and the Honourable High Court of Judicature of Bombay at Goa by an Order dated April 03, 2013, approved the Scheme of Amalgamation (the “Scheme-2”) of Ekaterina (holding 70.5% shareholding in Vedanta Aluminum Limited), with the Company. The effective date of amalgamation is August 17, 2013.  Consequent to the Scheme of Amalgamation and Arrangement as aforesaid, the figures for the current year are not comparable with those of the corresponding year.  Previous year’s figures have been regrouped/reclassified wherever necessary to conform with the current year’s classification/disclosure.  The Board of the Issuer has approved the financial statement as on 31st March, 2014.

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Standalone Balance Sheet for Sesa Sterlite Limited (As on March 31, 2014)

Rs in Crore As at As at Particulars 31-Mar-14 31-Mar-13 EQUITY AND LIABILITIES Shareholders’ funds (a) Share capital 296.50 86.91

(b) Reserves and surplus 33,382.32 12,936.88

33,678.82 13,023.79

Non-current liabilities (a) Long-term borrowings 20,534.22 1,179.16

Deferred tax liabilities (b) 10.40 (net) - Other long-term (c) 393.33 2.32 liabilities (d) Long-term provisions 2.26 1.81

20,929.81 1,193.69

Current liabilities (a) Short-term borrowings 13,234.09 3,651.91

(b) Trade payables 2,413.30 244.30

(d) Short-term provisions 816.27 40.88

28,881.05 4,217.83

TOTAL 83,489.68 18,435.31

ASSETS

Non-current assets (a) Fixed assets

(i) Tangible assets 22,488.90 1,468.57

(ii) Intangible assets 95.13 86.02

(iii) Capital work-in- 17,327.33 363.30 progress 39,911.36 1,917.89

Non-current (b) 22,419.11 14,565.86 investments Long-term loans and (c) 9,905.52 454.89 advances Other non-current (d) 104.40 assets - 72,340.39 16,938.64

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Current assets (a) Current investments 348.08 127.70

(b) Inventories 5,678.70 756.02

Cash and bank (d) 2,110.36 24.88 balances Short-term loans and (e) 1,283.44 292.44 advances (f) Other current assets 425.06 155.19

11,149.29 1,496.67

TOTAL 83,489.68 18,435.31

Standalone Profit and Loss for Sesa Sterlite Limited (For the year ended March 31, 2014)

Rs in Crore Year ended Year ended Particulars 31-Mar-14 31-Mar-13

Gross revenue from operations 30,086.07 2,448.30 Less: Excise duty (1,549.54) (100.67) Net revenue from operations 28,536.53 2,347.63 Other income 1,817.06 341.99 Total Revenue 30,353.59 2,689.62

Expenses: Cost of materials consumed 17,945.59 224.59 Purchases of stock-in-trade 819.25 105.78 Changes in inventories of finished goods, work-in- (556.86) (205.77) progress and stock-in-trade Power & fuel 4,673.67 557.48 Employee benefits expense 559.08 184.62 Finance costs 3,564.96 469.23 Depreciation and amortisation expense 1,504.79 147.91 Other expenses 2,783.88 1,139.08 Total expenses 31,294.36 2,622.92

(Loss)/Profit before exceptional items and tax (940.77) 66.70

Exceptional items 130.88 9.71

3 FINANCIAL INFORMATION ABOUT THE COMPANY

(Loss)/Profit before tax (1,071.65) 56.99

Tax (benefit)/expense:

- Current tax for the year - - - Less: MAT credit entitlement (189.12) 10.92

- Tax adjustments related to previous years (1,565.97) - Net current tax (benefit)/expense (1,755.09) 10.92

- Deferred tax for the year (392.65) (74.70)

Net tax (benefit)/expense (2,147.74) (63.78)

Profit for the year 1,076.09 120.77

Earnings per equity share of Re 1 each (in Rs): - Basic 3.67 1.39 - Diluted 3.67 1.39

Standalone Cash Flow for Sesa Sterlite Limited (For the year ended March 31, 2014)

(Rs in Crore)

Year Ended Year Ended 31-Mar-14 31-Mar-13 A. Cash flow from Operating Activities

(Loss)/Profit before tax (1,071.65) 56.99 Adjusted for : - Exceptional items (Impairment of - assets) 66.84

- Depreciation and amortisation expense 1,504.79 147.91

- Dividend income (1,289.45) (316.69)

- Interest income (349.92) (3.58) - Finance costs ( excluding net loss on

foreign currency transactions 3,198.54 279.04 and translation)

- Foreign Exchange loss (net) 831.77 70.09

- Net gain on sale of current investments (155.39) (12.00) - Loss /(Profit) on sale of fixed assets 53

3 FINANCIAL INFORMATION ABOUT THE COMPANY

6.62 (0.63) - Provision for doubtful trade

receivables/advances 247.01 0.07

- Unclaimed Liabilities written back - (42.01)

4,018.80 164.21 Operating profit before working capital

changes 2,947.15 221.20 Adjusted for:

- Trade receivables and other assets (161.51) 312.24

- Inventories 794.74 1.27

- Trade payables and other liabilities (649.99) (342.26)

(16.76) (28.75)

Cash generated from operations 2,930.39 192.45

Income taxes paid (net) (98.02) (320.75) Net cash generated from operating

activities 2,832.37 (128.30)

B. Cash flow from Investing Activities Payment towards share application

money in a subsidiary company (56.21) - Payment towards Preference Shares in a

subsidiary company (118.49) (373.95) Payment for fixed assets including capital

advances (1,258.98) (340.67)

Sale of fixed assets 16.65 2.30

Purchase of current investments (44,167.90) (7,875.67)

Sale of current investments 44,650.02 7,955.72

Loans to related parties (3,177.14) -

Loans repaid by related parties 267.45 -

Interest received 378.21 3.58

Dividend on investments 1,289.45 316.69

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Bank balances not considered as cash and

cash equivalents

- Placed (2,538.33) (0.59)

- Matured 2,173.59 -

Net cash used in investing activities (2,541.68) (312.59)

C. Cash flow from Financing Activities

Proceeds from Long-term borrowings 7,620.06 -

Repayment of Long-term borrowings (4,482.89) - Net changes in other Short-term

borrowings - (369.35)

Proceeds from Short-term borrowings 46,403.68 4,719.49

Repayment of Short-term borrowings (46,087.54) (3,517.82) Repayment of Long-term borrowings to

related party (324.02) -

Interest and finance charges paid (2,776.57) (256.64)

Dividend and tax thereon paid (858.33) (181.74)

Net Cash from financing activities (505.61) 393.94 Net decrease in cash and cash

equivalents (214.92) (46.95) Cash and cash equivalents at the

beginning of the year 15.55 62.50 Add: Pursuant to Scheme of

Amalgamation 489.09 - Cash and cash equivalents at the end of

the year 289.72 15.55 Add: Bank balances not considered as

cash and cash equivalents 1,820.64 9.33 Closing balance of Cash and bank

balances 2,110.36 24.88

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Notes:

Consolidated Balance Sheet for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) as on March 31, 2013

Particulars March 31, 2013 March 31, 2012 Rs. in crore Rs. in crore EQUITY AND LIABILITIES

Shareholders’ funds Share capital 86.91 86.91 Reserves and surplus 17,388.49 15,031.30 17,475.40 15,118.21 Non-current liabilities Long-term borrowings 1,179.16 1,116.23 Deferred tax liabilities (Net) 25.27 104.58 Other long-term liabilities 2.32 2.74 Long-term provisions 3.66 3.52 1,210.41 1,227.07 Current liabilities Short-term borrowings 3,322.38 2,617.95 Trade payables 547.11 886.77 Other current liabilities 292.10 317.90 Short-term provisions 41.76 233.23 4,203.35 4,055.85

Total 22,889.16 20,401.13

ASSETS

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Non-current assets Fixed assets Tangible assets 1,879.80 1,390.14 Intangible assets 89.08 9.85 Capital work-in-progress 722.54 837.20 Goodwill on consolidation 2,167.60 1,907.09 Non-current investments 15,881.98 13,662.62 Long-term loans and advances 492.02 198.65 21,233.02 18,005.55 Current assets Current investments 176.87 503.96 Inventories 960.95 875.15 Trade receivables 142.39 549.43 Cash and cash equivalents 36.12 97.74 Short-term loans and advances 329.22 369.29 Other current assets 10.59 0.01 1,656.14 2,395.58

Total 22,889.16 20,401.13

Consolidated Profit and Loss Statement for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) for the year ended March 31, 2013

Particulars March 31, 2013 March 31, 2012 Rs. in crore Rs. in crore

Income

Revenue from operations 2,849.61 9,056.93 Less: Excise duty 100.67 78.89 2,748.94 8,978.04 Less: Ocean freight 194.52 667.98 Net revenue from operations 2,554.42 8,310.06

Other income 53.86 234.58

Total 2,608.28 8,544.64

Expenses

Cost of materials consumed 816.68 588.61 Purchase of stock-in-trade 96.19 367.01 Changes in inventories of finished goods, work-in- (345.76) 17.79 progress and stock-in-trade Employee benefits expense 249.52 268.43 Finance costs 474.65 433.26 57

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Depreciation and amortisation expense 197.46 106.14 Other expenses 1,272.34 3,568.16

Total 2,761.08 5,349.40

Profit / (Loss) before exceptional items and tax (152.80) 3,195.24

Exceptional item 21.17 66.09

Profit / (Loss) before tax (173.97) 3,129.15

Less: Tax expense Current tax 25.47 989.91 Current tax in respect of prior years 10.90 0.07 Deferred tax (79.31) 31.40 (42.94) 1,021.38

Profit / (Loss) after tax (131.03) 2,107.77

Share of profit in respect of investment in an associate 2,411.28 587.73 company

Profit for the year 2,280.25 2,695.50

Earnings per equity share of Re. 1 each Basic 26.24 31.01 Diluted 26.24 31.01

Consolidated Cash Flow for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) for the year ended March 31, 2013

Particulars March 31, 2013 March 31, 2012

Rs. in crore Rs. in crore

A. Cash flow from operating activities: Profit / (Loss) before tax (173.97) 3,129.15 Adjustments for: Depreciation and amortisation expense 197.46 106.14 Interest expense 279.46 241.42 Interest income (3.69) (13.39) Dividend income (26.74) (110.50)

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Profit on sale of fixed assets (net) (2.15) (0.90) Profit on sale of current investments (net) (12.00) (107.44) Provision for doubtful trade receivables 0.07 - Net unrealised exchange loss/(gain) 156.48 195.84

Operating profit before working capital changes 414.92 3,440.32

Changes in working capital Adjustments for (increase) / decrease in operating

assets: Inventories (85.80) (137.64) Trade receivables 406.97 139.88 Short-term loans and advances 40.66 (51.96) Long-term loans and advances 1.89 (0.04) Other current assets (10.58) -

Adjustments for increase / (decrease) in operating

liabilities: Trade payables (339.66) (104.89) Other current liabilities (49.56) 77.40 Other long-term liabilities (0.42) (74.86) Short-term provisions 0.38 8.96 Long-term provisions 0.14 - (35.98) (143.15)

Cash generated from operations 378.94 3,297.17 Income taxes paid (356.73) (1,082.08)

Net cash flow from / (used in) operating activities (A) 22.21 2,215.09

B. Cash Flow from investing activities : Capital expenditure on fixed assets, including capital (626.30) (738.62) advances Proceeds from sale of fixed assets 4.50 2.13 Purchase of current investments (8,774.14) 8,403.22 Redemption of current investments 9,113.23 - Investments in Subsidiaries (260.51) (458.22) Associates - (13,074.84) Inter corporate deposits repaid - 1,000.00 Inter corporate deposits placed (0.59) (6.17)

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Proceeds on maturity of fixed deposits 0.69 10.12 Interest received 3.69 27.45 Dividend received from an associate 191.92 - other investments 26.74 110.50

Net cash flow (used in) / from investing activities (B) (320.77) (4,724.43)

C. Cash flow from financing activities: Repayment of long term borrowings (7.16) (56.84) Proceeds from short term borrowings 4,719.48 - Repayment of short term borrowings (3,517.82) - Net changes in other short term borrowings (497.23) 2,577.60 Interest paid (includes interest capitalised) (258.16) (236.63) Dividend and taxes paid thereon (201.30) (558.49)

Net cash flow from / (used in) financing activities (C) 237.81 1,725.64

Net increase / (decrease) in Cash and cash equivalents (60.75) (783.70) (A+B+C)

Cash and cash equivalents at the beginning of the year 87.04 870.73 Add: on acquisition - 0.01 Cash and cash equivalents at the end of the year 26.29 87.04

Reconciliation of Cash and cash equivalents with the

Balance Sheet: Cash and cash equivalents as per Balance Sheet 36.12 97.74 Less: Deposit with bank (0.50) (1.19) Less: Unpaid dividend account (9.33) (9.51) Cash and cash equivalents at the end of the year * 26.29 87.04 * comprises: Cash on hand 0.05 0.08 Cheques, drafts on hand 5.92 6.27 Balances with banks In current accounts 20.32 80.69 26.29 87.04 Figures in brackets represent outflows

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Note:

 Previous year’s figures have been regrouped/reclassified wherever necessary to conform with the current year’s classification/disclosure.  The Board of the Issuer has approved the financial statement as on 31st March, 2014.

Standalone Balance Sheet for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) as on March 31, 2013

Particulars 31-Mar-13 31-Mar-12

Rs. in crore Rs. in crore

EQUITY AND LIABILITIES

Shareholders’ funds Share capital 86.91 86.91 Reserves and surplus 12,936.88 12,826.28 13,023.79 12,913.19 Non-current liabilities Long-term borrowings 1,179.16 1,109.07 Deferred tax liabilities (Net) 10.40 85.10 Other long-term liabilities 2.32 2.70 Long-term provisions 1.81 1.72 1,193.69 1,198.59 Current liabilities Short-term borrowings 3,322.38 2,490.06 Trade payables 470.20 737.40 Other current liabilities 242.92 293.80 Short-term provisions 34.46 205.06 4,069.96 3,726.32

Total 18,287.44 17,838.10

ASSETS

Non-current assets Fixed assets Tangible assets 1,468.57 983.14 Intangible assets 86.02 9.85 Capital work-in-progress 363.30 681.00

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Non-current investments 14,598.82 14,224.87 Long-term loans and advances 421.93 162.88 16,938.64 16,061.74 Current assets Current investments 127.70 195.75 Inventories 756.02 757.29 Trade receivables 140.44 462.19 Cash and cash equivalents 24.88 72.01 Short-term loans and advances 289.34 289.12 Other current assets 10.42 - 1,348.80 1,776.36

Total 18,287.44 17,838.10

Standalone Profit and Loss Statement for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) for the year ended March 31, 2013

Particulars March 31, 2013 March 31, 2012 Rs. in crore Rs. in crore

Income

Revenue from operations 2,448.30 7,104.34 Less: Excise duty 100.67 78.89 2,347.63 7,025.45 Less: Ocean freight 159.71 512.00 Net revenue from operations 2,187.92 6,513.45

Other income 341.99 386.33

Total 2,529.91 6,899.78

Expenses

Cost of materials consumed 820.49 588.81 Purchase of stock-in-trade 105.78 367.01 Changes in inventories of finished goods, work-in- (263.97) 31.91 progress and stock-in-trade Employee benefits expense 184.62 191.44 Finance costs 469.23 420.00 Depreciation and amortisation expense 147.91 83.85 Other expenses 999.15 2,729.73

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Total 2,463.21 4,412.75

Profit before exceptional items and tax 66.70 2,487.03

Exceptional item 9.71 66.09

Profit before tax 56.99 2,420.94

Less: Tax expense Current tax - 719.00 Current tax in respect of prior years 10.92 - Deferred tax (74.70) 22.00 (63.78) 741.00

Profit for the year 120.77 1,679.94

Earnings per equity share of Re. 1 each Basic 1.39 19.33 Diluted 1.39 19.33

Standalone Cash Flow for Sesa Sterlite Limited (Formerly known as Sesa Goa Limited) for the year ended March 31, 2013

Particulars 31-Mar-13 31-Mar-12 Rs. in crore Rs. in crore

A. Cash flow from operating activities: Profit before tax 56.99 2,420.94 Adjustments for: Depreciation and amortisation expense 147.91 83.85 Interest expense 278.29 236.79 Interest income (3.58) (13.09) Dividend income (316.69) (273.17) Profit on sale of fixed assets (net) (0.63) (0.83) Profit on sale of current investments (net) (12.00) (97.00) Provision for doubtful trade receivables 0.07 - Net unrealised exchange loss/(gain) 70.09 176.58

Operating profit before working capital changes 220.45 2,534.07

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Changes in working capital Adjustments for (increase) / decrease in operating assets: Inventories 1.27 (121.19) Trade receivables 321.68 44.68 Short-term loans and advances 0.37 (14.79) Long-term loans and advances 0.61 (1.43) Other current assets (10.42) -

Adjustments for increase / (decrease) in operating liabilities: Trade payables (267.20) (140.61) Other current liabilities (74.99) 78.57 Other long-term liabilities (0.38) (74.81) Short-term provisions 0.97 5.80 Long-term provisions 0.09 - (28.00) (223.78)

Cash generated from operations 192.45 2,310.29 Income taxes paid (320.75) (771.71)

Net cash flow (used in) / from operating activities (A) (128.30) 1,538.58

B. Cash flow from investing activities : Capital expenditure on fixed assets, including capital advances (340.67) (481.41) Proceeds from sale of fixed assets 2.30 1.97 Purchase of current investments (7,875.67) (20,159.85) Redemption of current investments 7,955.72 27,811.64 Investments in Subsidiaries (373.95) (584.34) Associates - (11,927.26) Inter corporate deposits repaid - 1,000.00 Inter corporate deposits placed (0.59) (6.17) Proceeds on maturity of fixed deposits - 10.00 Interest received 3.58 27.21 Dividend received 316.69 273.17

Net cash flow (used in) / from investing activities (B) (312.59) (4,035.04)

C. Cash flow from financing activities: Proceeds from short term borrowings 4,719.49 5,959.16

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Repayment of short term borrowings (3,517.82) (4,750.00) Net changes in other short term borrowings (369.35) 1,242.93 Interest paid (includes interest capitalised) (256.64) (232.11) Dividend and taxes paid thereon (181.74) (527.35)

Net cash flow (used in) / from financing activities (C) 393.94 1,692.63

Net increase/(decrease) in Cash and cash equivalents (A+B+C) (46.95) (803.83) Cash and cash equivalents at the beginning of the year 62.50 866.33

Cash and cash equivalents at the end of the year 15.55 62.50

Reconciliation of Cash and cash equivalents with the Balance Sheet: Cash and cash equivalents as per Balance Sheet 24.88 72.01 Less: Unpaid dividend account (9.33) (9.51) Cash and cash equivalents at the end of the year * 15.55 62.50 * comprises: Cash on hand 0.04 0.07 Cheques, drafts on hand 5.92 6.27 Balances with banks In current accounts 9.59 56.16 15.55 62.50 Figures in brackets represent outflows

Note:

3 FINANCIAL INFORMATION ABOUT THE COMPANY b) UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2014 OF THE ISSUER

Unaudited Consolidated results for the quarter ended June 30th 2014

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Unaudited Standalone results for the quarter ended June 30th 2014

3 FINANCIAL INFORMATION ABOUT THE COMPANY

c) The unaudited financial results for the quarter and half year ended 30th September 2014 of Sesa Sterlite Limited will be approved by the Board of Directors at their meeting to be held on 29th October 2014 and subsequently same will be available at http://www.sesasterlite.com/investor- relations/results-reports.aspx

d) KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2014 (CONSOLIDATED & STANDALONE) i. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2014 (CONSOLIDATED)

Quarter Sr Parameters ended 2013-14 2012-13 2011-12 No. June'14 1 Networth 73,167.30 73,008.66 17,475.40 15,118.21 2 Total Debt 80,027.57 80,566.04 4,838.67 3,741.34 - Long Term Borrowing (Non- 3 49,657.72 54,965.77 1,179.16 1,116.23 Current) 4 - Short Term Borrowing 19,566.23 17,394.53 3,651.90 2,617.95

3 FINANCIAL INFORMATION ABOUT THE COMPANY

- Current Maturities of Long 5 10,803.62 8,205.74 7.61 7.16 Term Borrowing Non Current Liabilities 6 8,110.53 8,362.71 31.25 110.84 (excluding 3) Net Fixed Assets (including 7 89,856.67 91,094.80 2,691.42 2,237.19 CWIP) Non Current Assets (excluding 7 8 16,935.18 20,300.53 16,374.00 13,861.27 and 14) 9 Cash and Cash Equivalents 6,265.87 7,684.06 36.12 97.74 10 Current Investments 39,606.29 37,700.95 176.87 503.96 Current Assets (excluding 9 and 11 21,976.47 18,124.91 1,591.01 1,793.88 10) Current Liabilities (excluding 4 12 18,709.60 18,408.71 691.70 1,430.74 and 5) 13 Minority Interest 33,583.01 33,797.45 - - 14 Goodwill on Consolidation 38,957.53 39,238.32 2,167.60 1,907.09 15 Net Sales 17,186.55 66,152.41 2,748.94 8,978.04 16 EBITDA 5,671.04 20,912.67 476.88 3,503.31 17 EBIT 3,606.62 14,030.35 279.42 3,397.17 18 Finance Cost 1,537.11 5,094.41 474.65 433.26 19 PBT 1,724.77 9,492.53 -173.97 3,129.15 PAT (including share of Profit of 20 Associate and excluding minority 375.56 6,298.51 2,280.25 2,695.50 Interest) Dividend amounts (including 21 88.58 1,152.67 9.45 406.98 Tax) 22 Current ratio (Note 1) 1.38 1.44 0.41 0.59

23 Interest coverage ratio (Note 2) 2.36 3.26 0.38 13.99

24 Gross debt/equity ratio (Note 3) 1.09 1.10 0.28 0.25

Debt Service Coverage Ratios 25 0.25 1.10 0.37 13.59 (Note 4)

ii. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2014 (STANDALONE)

Quarter Sr Parameters ended 2013-14 2012-13 2011-12 No. June'14 1 Networth 33,699.33 33,678.82 13,023.79 12,913.19 2 Total Debt 39,883.29 38,943.35 4,831.07 3,599.13 3 - Long Term Borrowing (Non- 19,278.02 20,534.22 1,179.16 1,109.07 73

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Current) 4 - Short Term Borrowing 13,864.19 13,234.09 3,651.91 2,490.06 - Current Maturities of Long 5 6,741.08 5,175.04 - - Term Borrowing Non Current Liabilities 6 370.82 395.59 14.53 89.52 (excluding 3) Net Fixed Assets (including 7 39,610.92 39,911.36 1,917.89 1,673.99 CWIP) 8 Non Current Assets (excluding 7) 32,758.88 32,429.03 15,020.75 14,387.75 9 Cash and Cash Equivalents 1,865.70 2,110.36 24.88 72.01 10 Current Investments 622.89 348.08 127.70 195.75 Current Assets (excluding 9 and 11 10,295.78 8,690.85 1,344.09 1,508.60 10) Current Liabilities (excluding 4 12 11,200.73 10,471.92 565.92 1,236.26 and 5) 13 Net Sales 7,135.80 28,536.53 2,347.63 7,025.45 14 EBITDA 909.72 2,856.79 351.57 2,607.62 15 EBIT 510.27 1,352.00 203.66 2,523.77 16 Finance Cost 985.33 3,564.96 469.23 420.00 17 PBT 170.24 -1,071.65 56.99 2,420.94 18 PAT 170.24 1,076.09 120.77 1,679.94 Dividend amounts (including 19 - 963.58 10.17 355.56 Tax) 20 Current ratio (Note 1) 0.40 0.39 0.35 0.48 21 Interest coverage ratio (Note 2) 1.23 0.61 1.20 11.22 22 Gross debt/equity ratio (Note 3) 1.18 1.16 0.37 0.28 Debt Service Coverage Ratios 23 0.12 0.21 1.20 11.22 (Note 4)

Notes:

1. Current Ratio=Current Assets/Current Liabilities 2. Interest coverage ratio = (PBT + Interest)/ Interest 3. Gross Debt/Equity = Total Debt/ Networth 4. Debt Service Coverage Ration= (PBT + Interest)/ (Interest + Current Maturities of Long Term Borrowings)

e) ANY CHANGE IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND THEIR EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY)

There is no change in the accounting policy during the last three years.

3 FINANCIAL INFORMATION ABOUT THE COMPANY f) DETAILS OF BORROWINGS OF THE COMPANY AS ON 30TH JUNE 2014

i. Details of Secured Loan Facilities as on 30th June 2014: (Rs. Crs unless otherwise specified)

Repayment Amount Principal Date/ Lender’s Type of Sanction amount Repayment Name Facility ed outstanding Schedule Details of Security

Deutsche Buyers 200.00 Repayable in FY First charge by way of Bank Credit 200.00 2014-15 hypothecation of the Company’s entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such other movables including HDFC Bank Buyers 500.00 Repayable in FY book-debts, bills Credit 500.00 2014-15 whether documentary or clean, outstanding ICICI Bank Buyers 1700* 1,272.03 Repayable in FY monies, receivables, Credit 2014-15 both present and future, in a form and IDBI Bank Buyers 800* 719.60 Repayable in FY manner satisfactory to Credit 2014-15 the Bank, ranking pan SBI Bank Buyers Repayable in FY passu with other Credit 400.00 74.03 2014-15 participating banks.

ICICI Bank Supplier 1700* 365.23 Repayable in FY Credit 2014-15

IDBI Bank Supplier 800* Repayable in FY Credit 80.40 2014-15

Corporation (a) a first priority Repayable in 30 Bank Term Loan 500.00 376.91 structured charge by way of consecutive hypothecation of the Borrower’s all present quarterly Exim Bank Term Loan 500.00 362.01 and future installments starting from unencumbered and Indian encumbered movable Term Loan 500.00 396.77 December 2013. Overseas fixed assets for the 75

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Bank Project (including but not limited to plant and Oriental Bank machinery, machinery of Commerce Term Loan 750.00 594.00 spares, tools and accessories, base stock Punjab funded by the Rupee National Bank Term Loan 2,000.00 727.77 Facility of the Project); State Bank of (b) a first charge by Mysore Term Loan 300.00 221.99 way of mortgage on all present and future State Bank of immovable fixed assets Travancore Term Loan 200.00 94.65 (including leasehold land, if any) of the Tamilnadu Borrower, acquired or Mercantile to be acquired for the Bank Term Loan 150.00 71.19 Project; (c) a first charge on the UCO Bank Term Loan 500.00 314.47 DSRA and all monies lying to the credit of such account, from time to time; (d) a second charge on the current assets of the Borrower for the Project; and (d) by Corporate Guarantee of VRPlc “Project” shall mean setting up / development, construction and operation of an integrated aluminium project comprising of: (i) alumina refinery having output of 1 MTPA along with co- generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Vijaya Bank Term Loan 250.00 118.11 Orissa and (ii)

3 FINANCIAL INFORMATION ABOUT THE COMPANY

aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa.

Mortgage and charge Bank of India Term Loan 650.00 650.00 September 2014 on the immovable properties, both Punjab & Sind present and futire of Bank Term Loan 250.00 250.00 September 2014 Jharsuguda Power Plan excep agricultural land.2. Second Charge by way of Hypothecation of all movable fixed assets , both present and future of Jharsuguda Axis Bank Term Loan 100.00 100.00 September 2014 Power Plant.

Secured by Tangible Movable Fixed Assets 16 Quarterly both present and Installment future of Jharsuguda starting from Power Plant of 2400 Canara Bank Term Loan 1,000.00 600.00 March 2015. MW.

Axis Bank Term Loan 250.00 250.00

Bank of India Term Loan 500.00 500.00

Corporation Bank Term Loan 500.00 500.00 Rs. 600 Crores in First Pari Passu Charge Syndicate Feb 2015, Rs. 700 by way of Mortgage / Bank Term Loan 500.00 500.00 Crores in Feb Hypothecation of the 2016 and Rs. 700 immovable/ movable Crores in Feb assets of Aluminum Vijaya Bank Term Loan 250.00 250.00 2017. Division.

Payable in 6.25 First Pari Passu Charge Bank of India Term Loan 2,000.00 1,775.00 years by way of by way of Mortgage /

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Syndicate structured Hypothecation of the Bank Term Loan 1,025.00 1,025.00 quarterly immovable/ movable installments assets of Alumnium Bank of starting from Division. Baroda Term Loan 2,000.00 2,000.00 December 31,2014 and

ending on SBBJ Term Loan 500.00 500.00 December 2020. Union Bank of India Term Loan 1,000.00 995.00

Axis Bank Ltd, External Hong Kong Commercial Brach Borrowing 691.07 691.07

Syndicate External Bank, London Commercial Branch Borrowing 600.93 600.93

Bank of Baroda, Ras- External Al-Khaimah Commercial Branch Borrowing 751.17 751.17

Indian Overseas External Bank, Hong Commercial Kong Branch Borrowing 600.93 600.93

Bank of India, External London Commercial Branch Borrowing 300.47 300.47 USD 200 Million In April 2015, Punjab USD 200 Million Subservient Charge by National Bank in April 2016 and way of Hypothecation (International) External balance USD 100 of the immovable/ Limited, Commercial Million in April movable assets of London Borrowing 60.09 60.09 2017. Aluminum Division.

Axis Bank Ltd, External Subservient Charge by Hong Kong Commercial way of Hypothecation Brach Borrowing 177.60 177.60 of the immovable/ movable assets of Axis Bank UK External July 2015 Aluminum Division. Ltd, London Commercial 78

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Branch Borrowing 90.14 90.14

1. Negative Lien Undertaking on the assets of the Jharsuguda Project ( Alumnium) of the company, both present and future. 2. Irrevocable and External Unconditional ICICI Bank. Commercial Corporate Guarantee Singapore Borrowing 150.25 150.25 August 2014 of VRPLc.

Payable on Various Dates as per maturiy with Pari Passu Charge on Buyers last payment in the assets imported ICICI Bank Credit 350.00 45.41 Feb 2015. under the facility.

Payable on Various Dates as Pari Passu Charge on per maturiy with the Current Assets of Buyers last payment in Aluminum & Power Yes Bank Credit 550.00 291.45 May 2015. Division.

Payable on Various Dates as per maturiy with Pari Passu Charge on Buyers last payment in the Current Assets of ICICI Bank Credit 800.00 584.52 May 2015. Aluminum Division.

Payable on Various Dates as per maturiy with Pari Passu Charge on Buyers last payment in the Current Assets of HDFC Bank Credit 125.00 101.80 March 2015. Aluminum Division.

Payable on Pari Passu Charge on Various Dates as per maturiy with the Current Assets of State Bank of Buyers last payment in Aluminum Division and Second Charge on the India Credit 1,000.00 605.27 December 2014. Fixed Assets of the

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Alumnium Project.

Pari Passu Charge on the Current Assets of Aluminum Division and Second Charge on the State Bank of Payable on Fixed Assets of the India Cash Credit 300.00 6.47 Demand Alumnium Project.

Total 21,441.73

*Please note overall secured limit is Rs. 1700 crs with ICICI and Rs. 800 crs with IDBI. Note: Secured NCD are covered under point no. (iii) Details of NCD. ii. Details of Unsecured Loan Facilities as on 30th June 2014:

Principal Amount Repayment Date/ Lender’s Name Type of Facility amount Sanctioned Repayment Schedule outstanding Mutual Commercial Paper 13879 6255.00 Repayable in FY 2014-15 Funds/Banks

ICICI Bank Ltd Buyers Credit 430* 216.91 Repayable in FY 2014-15

Yes Bank Ltd Supplier Credit 150 79.20 Repayable in FY 2014-15

ICICI Bank Ltd Supplier Credit 430* 196.93 Repayable in FY 2014-15

DBS Bank Packing Credit Foreign 350 291.45 Repayable in FY 2014-15 Currency

Standard Packing Credit Foreign 400 33.05 Repayable in FY 2014-15 Chartered Bank Currency

Deutsche Bank Buyers Credit 521 155.32 Repayable in FY 2014-15

HDFC Bank Buyers Credit 2795* 34.29 Repayable in FY 2014-15

HDFC Bank Supplier Credit 2795* 308.85 Repayable in FY 2014-15

IDBI Bank Supplier Credit 700 164.51 Repayable in FY 2014-15

Bank of America Export Packing Credit 300 290.00 Repayable in FY 2014-15 (Rupee)

Total 8025.51

3 FINANCIAL INFORMATION ABOUT THE COMPANY

* Please note overall unsecured limit is Rs. 2795 crs with HDFC, and Rs. 430 crs with ICICI Bank. Note: Unsecured FCCB are covered under point no. (vii) Details of Rest of Borrowing.

iii. Details of NCDs as on 30th June 2014:

Rede mpti Teno on r/ Sr Date of date/ Secured/ Debentur Perio Coupo Amount Credit no Allotm Rede Unsecur Security details e Series d of n (In Rs Crs) Rating . ent mpti ed Matu on rity Sche dule 9.40 % Private Placement of Secured 25- Redeema 10 25-Oct- 1 9.40% 500 Oct- ble Non years 12 22 Convertibl e Debentur es Vacant non 9.40 % agricultural Private industrial land Placement situated at Village of Secured 27- CRISIL Sansawadi Taluka Redeema 10 27- 2 9.40% 500 Nov- AA+/St Secured Shirur Dist. Pune ble Non years Nov-12 22 able bearing Gat Convertibl no.927, 77/15, e 77/(16), Debentur admeasuring es 18700 sq mtrs 9.24 % Private Placement of Secured 6- Redeema 10 6-Dec- 3 9.24% 500 Dec- ble Non years 12 22 Convertibl e Debentur es

3 FINANCIAL INFORMATION ABOUT THE COMPANY

9.24 % Private Placement of Secured 20- Redeema 10 20- 4 9.24% 500 Dec- ble Non years Dec-12 22 Convertibl e Debentur es Vacant non- agricultural industrial land situated at 9.10 % Tuticorin District Private undivided portion Placement of 85 cents in 4 of Secured acres 70 cents, in Arpil CRISIL Redeema 10 5-Apr- Survey No.421/1 in 5 9.10% 2,500 5, AA+/St Secured ble Non years 13 South 2023 able Convertibl Veerapandiapuram e Village, Debentur Ottapiddaram es Taluk, within the Ottapiddaram SRO at Tuticorin Registration District bounded 9.17 % Private Vacant non- Placement agricultural of Secured industrial land Redeema 10 4-Jul- 4-Jul- situated at 6 9.17% 750 ble Non years 13 23 Tuticorin District Convertibl undivided portion e of 85 cents in 4 Debentur acres 70 cents, in CRISIL es Survey No.421/1 in AA+/St Secured 9.17 % South able Private Veerapandiapuram Placement Village, of Secured Ottapiddaram Redeema 10 5-Jul- 5-Jul- Taluk, within the 7 9.17% 450 ble Non years 13 23 Ottapiddaram SRO Convertibl at Tuticorin e Registration Debentur District bounded es 82

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Debenture Trust Deed dated January 16, 2009 between erstwhile Vedanta Aluminum Limited now Malco Energy Limited and IL&FS Trust Co., Ltd., Pursuant to issuance of 4000, 11.50% secured redeemable NCDs of the face value of Rated Rs.1 mn. The Taxable charge has been Secured filed with Registrar Redeema 22- 7 23-Oct- CRISIL of Companies, vide 8 ble Non 11,50% 266.66 Oct- Secured years 08 AA + Deed of Convertibl 15 Hypothecation and e Memorandum of Debentur Entry on the es properties of erstwhile Vedanta Aluminum Limited now Malco Energy Limited in favour of IL&FS Trust Co. Ltd.,. The charge has been filed with Registrar of Companies vide SRN A55110894 dated January 29, 2009 Total 5,966.66

iv. Details of Top 10 Holders for all outstanding debenture issues

Sr. No. 1 of iii above

No of Shares / Amt (In Rs Sr No. Name of Debenture Holder Securities Crs

1 ICICI PRUDENTIAL CORPORATE BOND FUND 700 7 0

3 FINANCIAL INFORMATION ABOUT THE COMPANY

2 THE NEW INDIA ASSURANCE COMPANY LIMITED 650 65

3 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 500 50

4 POSTAL LIFE INSURANCE FUND A/C SBIFMPL 300 3 0

5 RURAL POSTAL LIFE INSURANCE FUND A/C SBIFMPL 250 25

6 IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND 250 25

7 DSP BLACKROCK INCOME OPPORTUNITIES FUND 250 2 5

8 DSP BLACKROCK SHORT TERM FUND 250 25

HDFC TRUSTEE COMPANY LTD A/C HDFC MEDIUM 9 TERMOPPORTUNITIES FUND 200 2 0

10 UTI SHORT TERM INCOME FUND 200 20

11 Others 1450 145

Total 5000 500

Sr. No. 2 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 UTI-BOND FUND 1300 130

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 2 SAVINGS FUND-DEBT OPTION 1100 110

3 IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND 500 50

HDFC TRUSTEE COMPANY LTD A/C HDFC MEDIUM 4 TERMOPPORTUNITIES FUND 400 4 0

5 DSP BLACKROCK INCOME OPPORTUNITIES FUND 250 25

6 POSTAL LIFE INSURANCE FUND A/C UTI AMC 200 20

7 RELIANCE LIFE INSURANCE COMPANY LIMITED 200 2 0

8 BNP PARIBAS BOND FUND 150 15

3 FINANCIAL INFORMATION ABOUT THE COMPANY

9 THE RATNAKAR BANK LTD 150 1 5

10 NPS TRUST- A/C LIC PENSION FUND SCHEME - CENTRAL GOVT 125 12.5

11 Others 625 62.5

Total 5000 500

Sr. No. 3 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 IDFC SUPER SAVER INCOME FUND- SHORT TERM 1900 190

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 2 SAVINGS FUND-DEBT OPTION 1800 180

3 TATA SHORT TERM BOND FUND 300 3 0

4 TATA INCOME FUND (APPRECIATION OPTION) 250 25

5 HDFC TRUSTEE COMPANY LIMITED A/C HDFC BALANCED FUND 170 17

6 TATA DYNAMIC BOND FUND 100 10

7 TATA INCOME PLUS FUND 100 1 0

8 CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO INCOME 100 10

9 RELIANCE LIFE INSURANCE COMPANY LIMITED 100 1 0

HDFC TRUSTEE COMPANY LTD A/C - HDFC CHILDREN'S GIFT FUND - 10 INVESTMENT PLAN 50 5

11 Others 130 13

Total 5000 500

Sr. No. 4 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

3 FINANCIAL INFORMATION ABOUT THE COMPANY

1 YES BANK LIMITED 1450 145

2 IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND 1000 100

3 IDFC SUPER SAVER INCOME FUND- SHORT TERM 500 50

4 POSTAL LIFE INSURANCE FUND A/C UTI AMC 400 4 0

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE SHORT TERM 5 FUND 300 30

6 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 25

7 ICICI PRUDENTIAL CORPORATE BOND FUND 250 2 5

RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE CORPORATE 8 BOND FUND 200 20

9 NPS TRUST- A/C LIC PENSION FUND SCHEME - CENTRAL GOVT 120 1 2

10 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED 100 10

11 Others 430 43

Total 5000 500

Sr. No. 5 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 POSTAL LIFE INSURANCE FUND A/C UTI AMC 3000 300

2 AXIS BANK LIMITED 1950 195

3 ICICI PRUDENTIAL SHORT TERM PLAN 1700 170

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE SHORT TERM 4 FUND 1250 125

5 YES BANK LIMITED 1150 115

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 6 SAVINGS FUND-DEBT OPTION 1040 104

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 1000 100

3 FINANCIAL INFORMATION ABOUT THE COMPANY

8 ICICI PRUDENTIAL CORPORATE BOND FUND 1000 100

9 IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND 1000 100

10 UTI - CHILDRENS CAREER BALANCED PLAN 1000 100

11 Others 10910 1091

Total 25000 2500

Sr. No. 6 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 YES BANK LIMITED 7400 740

2 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED 100 1 0

Total 7500 750

Sr. No. 7 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 AXIS BANK LIMITED 1000 100

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 2 SAVINGS FUND-DEBT OPTION 700 7 0

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES 3 FUND 600 60

4 GENERAL INSURANCE CORPORATION OF INDIA 400 4 0

5 POSTAL LIFE INSURANCE FUND A/C UTI AMC 350 35

6 RURAL POSTAL LIFE INSURANCE FUND A/C UTI AMC 300 30

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 2 5

8 ICICI PRUDENTIAL SHORT TERM PLAN 250 25

3 FINANCIAL INFORMATION ABOUT THE COMPANY

9 UTI-MIS-ADVANTAGE PLAN 250 2 5

10 UTI - MONTHLY INCOME SCHEME 150 15

11 Others 250 25

Total 4500 450

Sr. No. 8 of iii above

No of Sr Shares / Amt (In Rs No. Name of Debenture Holder Securities Crs

1 Life Insurance Corporation 2667 266.66

Total 2667 266.66

v. Amount of Corporate Guarantee issued by the Issuer along with name of the Counterparty, on behalf of whom it has been issued as on 30th June 2014

Amount (in Rs. Counterparty Crs)

Copper Mines Tasmania Pty Limited 60.67

Talwandi Sabo Private Limited 5,656.11

Sterlite Infra Limited 3,395.27

Vizag General Cargo Berth Private Limited 522.24

Volcan Investments Limited 115.00

Western Cluster Limited 30.05

Rampia Coal Mines & Energy Private Limited 22.17

Total 9,801.51

3 FINANCIAL INFORMATION ABOUT THE COMPANY

vi. Details of Commercial Papers as on 30th June 2014:

Amount Face Maturity Value Outstanding Date (Rs in Crs) 22-Jul-14 200 23-Jul-14 125 25-Jul-14 815 29-Jul-14 200 1-Aug-14 725 4-Aug-14 100 14-Aug-14 555 19-Aug-14 315 26-Aug-14 275 8-Sep-14 400 16-Sep-14 500 16-Oct-14 850 25-Nov-14 200 15-Dec-14 525 18-Dec-14 300 22-Dec-14 170 6,255 vii. Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 30th June 2014: Party name Type of Amt Principle Repayme Credit Secured / Security (in case of a facility / sanction amount nt Rating Unsecured facility)/ Instrument ed / outstandi Schedule Instrument Issued ng name

Foreign FCCB 3004.66 1302.82 31-Oct-14 NA Unsecured NA Currency Convertible Bond

Foreign FCCB 3004.66 3004.66 30-Oct-14 NA Unsecured NA Currency Convertible Bond

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Sales tax Sales tax 141.91 Refer note Deferrals Deferrals below

Total 4,449.39

Note: The payment of Sales Tax deferral will be done in 14 equal instalments every year starting from FY 2014-15 viii. Details of all default/s and/or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Company, in the past 5 years:

NIL

ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

NIL

g) GROSS DEBT EQUITY RATIO OF THE COMPANY AS ON JUNE 30, 2014

Particulars Before the Issue of Debt After considering the Securities proposed Issue of NCD

Debt / Equity Ratio 1.18 1.23

 Debt means Long term Borrowings, Short Term Borrowings and Current Maturity of Long Term Borrowings  Equity means Share Capital of company plus Reserves and Surplus.  Debt/Equity Ratio after the proposed issue does not consider repayment of debts from the proceeds of the issue.

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN a) DETAILS OF SHARE CAPITAL AS ON 30TH SEPTEMBER 2014 Details of Share Capital No of Shares Amount (Rs. In Crores)

a) Share Capital

Authorized Equity Shares of Rs. 1 each 5126,00,00,000 5126.00

Issued, Subscribed and Paid up Equity Capital* 2,96,50,04,871 296.50

b) Share Premium Account 19964.95

*includes 315,432 equity shares pending allotment kept in abeyance The Company has submitted an listing application of 14,952 equity shares of Re.1/- each during the quarter ended September 30, 2014

b) CHANGES IN CAPITAL STRUCTURE AS ON 30TH SEPTEMBER 2014, FOR THE LAST 5 YEARS

Date of Details of Share No. of Equity Change Amount Particulars Capital Shares (AGM/EGM) A) Authorised Capital (Equity shares of Re. 1 each) As on 100,00,00,000 100,00,00,000 30.09.2009 Authorised Share Capital modified pursuant to the 17.08.2013 412,60,00,000 412,60,00,000 Scheme of amalgamation and arrangement Total Authorised Capital 512,60,00,000 512,60,00,000

Details of Share Date of No. of Equity Amount Particulars Capital Allotment Shares B) Issued, Subscribed and Paid up Equity Capital (Equity shares of Re. 1 each) As on 82,05,14,400 82,05,14,400 30.09.2009 Conversion of Foreign 14.01.2010 20,34,128 20,34,128 Currency Convertible Bonds (FCCB) Conversion of Foreign 15.03.2010 84,13,274 84,13,274 Currency Convertible Bonds (FCCB) Conversion of Foreign 05.04.2010 88,14,567 88,14,567 Currency Convertible Bonds (FCCB)

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

Conversion of Foreign 23.04.2010 1,83,76,377 1,83,76,377 Currency Convertible Bonds (FCCB) Conversion of Foreign 17.05.2010 15,49,813 15,49,813 Currency Convertible Bonds (FCCB) Public issue pursuant to the 12.03.2011 93,98,864 93,98,864 scheme of amalgamation The Scheme of amalgamation 29.08.2013 209,55,73,064 209,55,73,064 and arrangement. The Scheme of amalgamation 13.08.2014 14,952 14,952 and arrangement which were earlier kept in abeyance.

Total 2,96,46,89,439 2,96,46,89,439

Pending allotment of equity shares to shareholders of 315,432 315,432 erstwhile Sterlite Industries (India) Limited have been kept in abeyance. Total 2,96,50,04,871 2,96,50,04,871

c) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON 30TH SEPTEMBER 2014, FOR THE LAST 5 YEARS:

Consi Cumulative Remarks derat ion Equit Fac Issu No of (Cas y Date of e e Equity h, Nature of Equity Share Allotm Val Pric No of Share othe Allotment Share Premi ent ue e Equity s r Capital um (Rs) (Rs) Shares than (Rs) (in Rs cash, Crore etc) s)

As on 82,05,14, 82,05,14, 533.9 30.09.2 400 400 1 009

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

FCCB issue expenses Rs. Conversion of of 346. Foreign Rs.19.93 14.1.20 20,34, 88 82,25,48, 82,25,48, 584.3 1/- Cash, Currency Crs 10 128 per 528 528 4 Convertible utilized shar Bonds (FCCB) from e Securities Premium Account

Rs. 346. 15.3.20 84,13, 88 Conversion of 83,09,61, 83,09,61, 875.3 1/ Cash, 10 274 per FCCB 802 802 4 shar e

Rs. 346. 5.4.201 88,14, 88 Conversion of 83,97,76, 83,97,76, 1,180 1/ Cash, 0 567 per FCCB 369 369 .22 shar e

Rs. 346. 23.4.20 1,83,7 88 Conversion of 85,81,52, 85,81,52, 1,815 1/ Cash, 10 6,377 per FCCB 746 746 .82 shar e

Rs. 346. 17.5.20 15,49, 88 Conversion of 85,97,02, 85,97,02, 1,869 1/- Cash, 10 813 per FCCB 559 559 .42 shar e

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

Public issued pursuant to the scheme of amalgamation to erstwhile shareholders of Sesa Industries Limited othe (except Sesa 12.3.20 93,98, r Goa Limited 86,91,01, 86,91,01, 1,869 1/- - 11 864 than where 423 423 .42 cash 1,76,50,284 equity shares held by Sesa Goa Limited in Sesa Industries Limited stand cancelled as per Scheme of Amalgamation ).

The Scheme of amalgamation Rs.18095. and 53 Crs arrangement Securities was amongst Premium Sterlite of Industries erstwhile merging othe (India) Limited, 209,5 entities 29.8.20 r Madras 296,46,7 296,46,7 19964 5,73,0 1/- - added 13 than Aluminium 4,487 4,487 .95 64 pursuant cash Company Limited to the (MALCO), Scheme Sterlite Energy of Limited (SEL), Amalgam Vedanta ation and Aluminum Arrangem Limited (VAL) ent. and Sesa Goa

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

and their respective Shareholders and Creditors (‘Composite Scheme’) and the Scheme of Amalgamation of Ekaterina Limited (Ekaterina) with Sesa Goa and their respective Shareholders and Creditors (‘Ekaterina Scheme’).

Share allotted to the shareholders othe of erstwhile 13.8.20 14,95 r Sterlite 296,46,8 296,46,8 19964 1/- - 14 2 than Industries 9,439 9,439 .95 cash (India) Limited which was earlier kept in abeyance

Pending allotment of equity shares othe to 315,4 r shareholders 296,50,0 296,50,0 19964 1/- - of erstwhile 32 than 4,871 4,871 .95 cash Sterlite Industries (India) Limited have been kept in

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

abeyance.

d) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR

A Scheme of Amalgamation and Arrangement amongst Sterlite Industries (India) Limited (Sterlite), Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa Limited (Sesa Goa) and their respective Shareholders and Creditors (Composite Scheme) has been effective from August 17, 2013.

e) DETAILS OF ANY REORGANISATION OR RECONSTRUCTION IN THE LAST 1 YEAR

Type of Event Date of Date of Details Announcement Completion Scheme of February 25, 2012 August 17, 2013 Same as above Amalgamation and Arrangement

f) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON 30TH SEPTEMBER 2014: i. Shareholding Pattern of the Company as on 30th September 2014

Total Total No of No of Shareholding Sr. CATEGORY OF SHAREHOLDER Equity shares in in % of Total Ref Shares demat form no of Equity Shares

(A) PROMOTER AND PROMOTER GROUP -1 INDIAN (a) Individual /HUF 445496 445496 0.02 (b) Bodies Corporate 121740 121740 0 Sub-Total A(1) : 567236 567236 0.02 96

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

-2 FOREIGN

(a) Bodies Corporate 1753508264 1753508264 64.01 Sub-Total A(2) : 1753508264 1753508264 64.01 Total A=A(1)+A(2) 1754075500 1754075500 64.04

(B) PUBLIC SHAREHOLDING

-1 INSTITUTIONS

(a) Mutual Funds /UTI 47768707 47759427 1.74 (b) Financial Institutions /Banks 98891999 98844379 3.61

(e) Insurance Companies 29100339 28996339 1.06 (f) Foreign Institutional Investors 506534141 506519557 18.49 Sub-Total B(1) : 682296866 682119702 24.91

-2 NON-INSTITUTIONS

(a) Bodies Corporate 85309661 83977725 3.11 (b) Individuals

(i) Individuals holding nominal share capital up 143922034 123223068 5.25 to Rs.1 lakh (ii) Individuals holding nominal share capital in 17416015 17416015 0.64 excess of Rs.1 lakh (c) Others

TRUSTS 46741691 4130395 1.71 NON RESIDENT INDIANS 4103197 3893895 0.15 FOREIGN NATIONALS 5400 5400 0 FOREIGN BODIES-DR 4197795 4197795 0.15 FOREIGN BODIES 7794 7794 0 CLEARING MEMBERS 1155734 1155734 0.04 Sub-Total B(2) : 302859321 238007821 11.06 Total B=B(1)+B(2) : 985156187 920127523 35.96 Total (A+B) : 2739231687 2674203023 100

Depository Receipts have been issued

-1 Promoter and Promoter Group 99292708 99292708 -2 Public 126165044 126165044 GRAND TOTAL (A+B+C) : 2964689439 2899660775

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN ii. LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON 30TH SEPTEMBER 2014

No of shares Sr. No. of Name of the Shareholder % Holding in demat No. shares form 1 TWIN STAR HOLDINGS LIMITED 1269427589 42.82 1269427589 FINSIDER INTERNATIONAL COMPANY 2 401496480 13.54 401496480 LIMITED CITIBANK N.A. NEW YORK, NYADR 3 225457752 7.6 225457752 DEPARTMENT

4 FRANKLIN TEMPLETON INVESTMENT FUNDS 69906539 2.36 69906539

5 LIFE INSURANCE CORPORATION OF INDIA 52386117 1.77 52386117

6 WESTGLOBE LIMITED 44343139 1.5 44343139 7 BHADRAM JANHIT SHALIKA 42608460 1.44 - 8 WELTER TRADING LIMITED 38241056 1.29 38241056

VANGUARD EMERGING MARKETS STOCK 9 INDEX FUND, ASERIES OF VANGUARD 24809148 0.84 24809148 INTERNATIONAL EQUITY INDE X FUND

10 STICHTING PENSIOENFONDS ABP 21086970 0.71 21086970

g) DETAILS OF SHARES PLEDGED OR ENCUMBERED BY THE PROMOTERS (IF ANY) None of the Shares are pledged or encumbered by the promoters 30.09.2014

h) DETAILS OF CAPITAL STRUCTURE OF THE COMPANY AS ON 30TH SEPTEMBER 2014

i. Capital Structure of the company in a tabular form

Amount Details of Share Capital No of Shares/Units (Rs. In Crores) a) Share Capital Authorized Equity Shares of Rs. 1 each 5126,00,00,000 5126 Issued, Subscribed and Paid up Equity 2,96,50,04,871 296.5 Capital b) Details of Current Issue Secured, Non-Convertible, Non- Cumulative, Redeemable, Taxable 15000 1500 Debentures Paid up capital after the current offer 2,96,50,04,871 296.5

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

Total paid-up capital of the Company, assuming full conversion of warrants 3,04,64,47,503 304.64 and convertible securities b) Share Premium Account Before the Offer 19,964.95 After the Offer 19,964.95

ii. the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration

For Capital Evolution post 22nd July 2009 please refer table 4 (c)

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY a) DETAILS OF CURRENT DIRECTORS OF THE ISSUER AS ON 30TH SEPTEMBER 2014

Director of Name, Designation the Details of other Age Address Occupation and DIN Company directorship Since Vedanta, 75 Mr. Navin Agarwal, Nehru Road, Vile Refer point A in Executive Chairman – 54 17.08.2013 Business Parle (E), table below DIN 00006303 Mumbai- 400099 Mr. Naresh Chandra, C-4/4053, Vasant Independent Non- Refer point B in 79 Kunj, New Delhi 29.03.2014 Retired Executive Director, table below – 110070 DIN - 00015833 Mr. Gurudas Datta 12/UG-1, Kamat Kamat, Independent Kinara, Refer point C in Non-Executive 79 Nomoxim, 23.12.2005 Retired table below Director, DIN - Caranzalem- Goa 00015932 403002. 114 B NCPA Mr. Ravi Kant, Apartments, Independent Non- 11th floor, NCPA Refer point D in 69 28.01.2014 Retired Executive Director, Complex, table below DIN - 00016184 Nariman Point, Mumbai-400 021 Mhaskar Building, 153 C Ms. Lalita D. Gupte, Matunga, Sir Independent Non- Bhalchandra Independent Refer point E in 65 29.03.2014 Executive Director, Road, (Opposite Director table below DIN - 00043559 Ruia College) Mumbai – 400 019. Vedanta, 75 Mr. Tarun Jain, Nehru Road, Vile Refer point F table Wholetime Director, 54 Parle (E), 01.04.2014 Service below DIN – 00006843 Mumbai- 400099. Mr. Dindayal Jalan, Core 6, 3rd Wholetime Director Floor, Scope Refer point G in and Chief Financial 57 Complex, Lodi 01.04.2014 Service table below Officer, DIN - Road, New Delhi- 00006882 110003. Mr. Thomas Core 6, 3rd Albanese, Wholetime Floor, Scope Refer point H in 56 01.04.2014 Service Director and Chief Complex, Lodi table below Executive Officer, Road, New Delhi- 100

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY DIN – '06853915 110003.

Details of Other Directorship

(A) Mr. Navin Agarwal 1 Bharat Aluminum Company Limited 2 Konkola Copper Mines Limited 3 Cairn India Limited 4 Vedanta Resources Plc, UK 5 Hindustan Zinc Limited 6 Sterlite Iron & Steel Company Limited 7 Vedanta Resources Holdings Limited 8 Konkola Resources Limited 9 Hare Krishna Packaging Private Limited

(B) Mr. Naresh Chandra 1 Cairn India Limited 2 Bajaj Auto Limited 3 Bajaj Holdings & Investments Limited 4 Bajaj Finserv Limited 5 Gammon Infrastructure Projects Limited 6 Balrampur Chini Mills Limited 7 EROS International Media Limited 8 AVTEC Limited 9 Eros International Plc 10 G4S Corporate Services (India) Private Limited 11 Emergent Ventures India Private Limited

(D) Mr. Ravi Kant 1 Antar India Private Limited 2 KONE Corporation

(E) Ms. Lalita D Gupte 1 Godrej Properties Limited

101

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 2 Bharat Forge Limited 3 Kirloskar Brothers Limited 4 ICICI Venture Funds Management Co Limited 5 Alstom (a French Company)

(F) Mr. Tarun Jain 1 Bharat Aluminum Company Limited 2 Cairn India Limited 3 Sterlite (USA) Inc. 4 Sterlite Infra Limited 5 Vedanta Medical Research Foundation 6 Rajtaru Charity Foundation 7 Sesa Sterlite Limited

(G) Mr. Dindayal Jalan 1 Sesa Mining Corporation Limited 2 Malco Energy Limited 3 Sterlite Ports Limited 4 Konkola Copper Mines Plc 5 Copper Mines of Tasmania Pty Ltd 6 Thalanga Copper Mines Pty Ltd. 7 Twinstar Energy Holdings Limited 8 Twinstar Mauritius Holdings Limited 9 THL Zinc Ventures Limited 10 THL Zinc Limited 11 Vedanta Resources Finance Limited 12 Vedanta Resources Cyprus Limited 13 Vedanta Resources Jersey Limited 14 Vedanta Resources Jersey II Limited 15 Vedanta Investment Jersey Limited 16 Vedanta Finance UK Limited 17 Pecvest 17 (Proprietary) Limited 18 Sterlite Infraventures Limited 19 Vizag General Cargo Berth Private Limited 20 Paradip Multi Cargo Berth Private Limited 21 Maritime Ventures Private Limited

(H) Mr. Thomas Albanese 1 Vedanta Resources Plc, UK 2 Franco Nevada Corporation

102

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY b) COMPANY TO DISCLOSE NAME OF THE CURRENT DIRECTORS WHO ARE APPEARING IN THE RBI DEFAULTER LIST AND/OR ECGC DEFAULT LIST, IF ANY NIL c) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS:

Director of the Company Date of Name, Designation and DIN since (in case Remarks Appointment of resignation) Mr. Anil Agarwal, Non Executive 17.08.2013 31.03.2014 Chairman, DIN – 00010883 Mr. Prasun Kumar Mukherjee, Executive Director – Iron Ore, DIN – 01.07.2000 31.03.2014 00015999

Mr. Mahindra Singh Mehta, Chief 17.08.2013 31.03.2014 Executive Officer, DIN – 00019566

Mr. Kuldip Kumar Kaura, Non- Executive Independent Director, DIN – 30.10.2007 20.03.2014 00006293 Mr. Jagdish Pal Singh, Non-Executive Independent Director, DIN – 19.07.2010 27.01.2014 02782928

Mr. Ashok Kini, Non-Executive 24.01.2011 27.08.2013 Independent Director, DIN - 00812946

Mr. Amit Pradhan, Whole Time 01.07.2000 17.08.2013 Director, DIN - 00128568

Mr. P. G. Kakodkar, Non-Executive 31.03.2000 24.10.2011 Independent Director, DIN –00027669

Mr. A. K. Rai, Whole Time Director 01.02.1999 31.07.2011 DIN-00016060 Mr. S. D. Kulkarni, Independent Director & Non-Executive Chairman, 31.03.2000 23.01.2011 DIN - 00007167

103

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY d) REMUNERATION OF DIRECTORS (DURING THE CURRENT YEAR AND LAST THREE FINANCIAL YEARS)

FINANCIAL YEAR AMT IN CRORES F.Y. 2011-12 8.21 F.Y. 2012-13 4.14 F.Y. 2013-14 13

For Current year upto 30/09/2014 23.46 e) DETAILS OF PROMOTERS OF THE COMPANY:

Details of Promoter Holding in the Company as on 30th September 2014:

% of Shares Total pledged No of shares shareholding No of Sr. Name of the Total No of with in demat as % of total Shares No shareholders Equity Shares respect form no of equity Pledged to shares shares owned.

TWIN STAR 1 HOLDINGS LIMITED 12,69,427,589 12,69,427,589 42.82 Nil Nil * FINSIDER 2 INTERNATIONAL 40,14,96,480 40,14,96,480 13.54 Nil Nil COMPANY LIMITED WESTGLOBE 3 44,343,139 44,343,139 1.5 Nil Nil LIMITED WELTER TRADING 4 38,241,056 38,241,056 1.29 Nil Nil LIMITED 5 ANKIT AGARWAL 1,95,200 1,95,200 0.01 Nil Nil PRATIK PRAVIN 6 1,44,600 1,44,600 0 Nil Nil AGARWAL AGARWAL 7 1,21,740 1,21,740 0 Nil Nil GALVANISING P LTD 8 SUMAN DIDWANIA 87,696 87,696 0 Nil Nil 9 SAKSHI MODY 18,000 18,000 0 Nil Nil Total 17,54,075,500 17,54,075,500 59.17

* Note: Twinstar Holdings Limited (Foreign Promoter) holds 2,48,23,177 ADS representing 9,92,92,708 equity shares. One (1) American Depository Shares represents four equity shares.

104

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY f) DETAILS REGARDING AUDITORS OF THE COMPANY:

i. Details Of Auditors Of The Company:

Name Address Auditor since

India Bulls Finance , Tower 3, 32nd Deloitte Haskins & Sells, Floor, Elphinstone Mill Compound, 2008-09 Chartered Accountants Senapati Bapat onwards Marg, Elphinstone (West),

Mumbai-400 013

ii. Details Of Change In Auditors Since Last 3 Years No Change

105

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

a) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. NIL

b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of this Offer Letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Appeal proceedings in the High Court of Bombay brought by SEBI to overrule a decision by the SAT that Sesa Sterlite has not violated regulations prohibiting fraudulent and unfair trading practices.

In April 2001, SEBI ordered prosecution proceedings to be brought against Sesa Sterlite, alleging that it violated regulations prohibiting fraudulent and unfair trading practices, and also passed an order prohibiting Sesa Sterlite from accessing the capital markets for a period of two years. SEBI’s order was overruled by the SAT in 22 October 2001 on the basis of a lack of sufficient material evidence to establish that Sesa Sterlite had, directly or indirectly, engaged in market manipulation and noting that SEBI had exercised its jurisdiction incorrectly in prohibiting Sesa Sterlite from accessing the capital markets. In November 2001, SEBI appealed to the High Court of Bombay. No further action or procedures have taken place since 2001.

In addition to the civil proceedings, SEBI also initiated criminal proceedings in 2001 before the Court of the Metropolitan Magistrate, Mumbai, against Sesa Sterlite, Vedanta’s Executive Chairman, Mr. Anil Agarwal, Sesa Sterlite’s Director of Finance, Mr. Tarun Jain, and the chief financial officer of MALCO at the time of the alleged price manipulation. When SEBI’s order was overturned in October 2001, Sesa Sterlite filed a petition before the High Court of Bombay to defend those criminal proceedings on the grounds that the SAT had overruled SEBI’s order on price manipulation. An order has been passed by the High Court of Bombay in Sesa Sterlite’s favour, granting an interim stay of the criminal proceedings. This matter is currently listed in the category of "stayed matters".

The claim amount in respect of both civil and criminal proceedings is not currently quantifiable.

Investigation by the SFIO

In October 2009, the Ministry of Corporate Affairs (the "MCA") ordered the Serious Fraud Investigation Office of India (the "SFIO") to investigate Sesa Sterlite (previously known as Sesa Goa) and Sesa Industries Limited (which subsequently merged with Sesa Sterlite) in respect of alleged mismanagement, malpractice, financial and other irregularities, including the alleged siphoning and diversion of funds primarily in the period prior to the acquisition of Sesa Sterlite in 2007 and for a report to be submitted to the central government. The resulting report made allegations relating to under-invoicing of exported iron ore, over-invoicing of imported coal, over-invoicing of iron ore sold from Sesa Sterlite to Sesa Industries Limited, commission paid to Mitsui and other violations of the Companies Act, 1956 during the period from 2001 to 2007. The report recommended that action be taken against the directors of Sesa Sterlite. The allegations in the SFIO report were later dropped. Subsequently, the GoI through the MCA filed various complaints against Sesa Sterlite and a number of its directors and officers on 4 September 2012 for allegedly violating certain sections of the 106

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Companies Act, 1956, including, dealing without publication of name outside premises, irregularity in the form of balance sheet and inducing persons to invest money in Sesa Industries Limited. Foreign directors have not been served in relation to these allegations. The other directors and officers were also exempted from appearing in person. The next hearing is scheduled for 11 November 2014.

The claim amount is not currently quantifiable.

Criminal proceedings against certain directors and employees of BALCO

Criminal proceedings were initiated by Mr. Ajay Padia before the Court of the Judicial Magistrate First Class, Pune against Mr. Anil Agarwal, Mr. Navin Agarwal, Mr. Tarun Jain and certain of our other former directors and employees in 2002 alleging that an assurance that was given by the above mentioned directors regarding payment of all amounts owed to him for the damaged material supplied by BALCO was not honored. An application under Section 482 of the Indian Criminal Procedure Code was filed in the High Court of Bombay for quashing the proceedings in the Judicial Magistrate First Class and to dispose the matter directing that alternative remedies were available before the Sessions Court, Pune, which was the appropriate Court. The High Court of Bombay stayed the criminal proceedings and the application was listed for disposal. The next date of hearing has not been fixed.

Penalties levied by the Enforcement Directorate on certain of our directors and Sesa Sterlite

The Enforcement Directorate levied penalties on Mr. Anil Agarwal, Mr. D.P. Agarwal and Mr. Navin Agarwal and Sesa Sterlite aggregating to Rs.347 million ($ 5.8 million). It was alleged that we transferred an amount equivalent to $49 million to Twinstar Holdings Limited and investment into Sterlite and MALCO through Twinstar Holdings Limited without the permission of the RBI. We have submitted that Twinstar Holdings Limited obtained the required approvals from the Foreign Investment Promotion Board (“FIPB”) for the investment.

We appealed against this order of the Enforcement Directorate to the appellate tribunal for foreign exchange seeking a waiver of the pre-deposit amount, which is equal to 100% of the penalty levied, which was allowed by the tribunal. The Enforcement Directorate appealed against this decision of the tribunal to the High Court of Delhi, which referred the matter back to the tribunal to consider the issue afresh. The next date of hearing is not yet fixed.

Criminal proceedings against Sesa Goa and its directors

Ms. Krishna Bajaj filed a complaint against the former directors of Sesa Industries Limited (which has since been amalgamated with Sesa Goa) before the Magistrate at Mumbai in 2000, in relation to shares issued on a preferential basis by Sesa Industries Limited in 1993 to Sesa Goa’s shareholders, alleging that the shares of Sesa Industries Limited were not listed within 12 to 18 months of the offer as stated in the offering document. The four directors appeared before the court on June 16, 2009 and pleaded not guilty to the charges. The four directors filed a criminal application in the High Court of Bombay challenging the Magistrate’s order of framing charges before the High Court of Bombay. The High Court of Bombay admitted the criminal application and stayed the proceedings pending before Magistrate at Mumbai.

107

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Ms. Krishna Bajaj also filed another complaint against Sesa Industries Limited (which has subsequently been merged with Sesa Goa), Sesa Goa and their directors in 2003 alleging that when Sesa Goa had offered in 2003 to buy back shares issued on a preferential basis by Sesa Industries Limited in 1993 from Sesa Industries Limited’s minority shareholders of Sesa Industries Limited (including herself), Sesa Goa had committed the same offence alleged against the then directors of Sesa Industries Limited described in the preceding paragraph and accordingly, Sesa Industries Limited, Sesa Goa and their directors should also be liable for the failure to list Sesa Industries Limited’s shares. The Chief Judicial Magistrate at Mumbai issued an order for process in October 2006 against Sesa Industries Limited, Sesa Goa and its directors, against which a criminal writ petition was filed by Sesa Industries Limited, Sesa Goa and their former directors before the High Court of Bombay, which stayed further proceedings in August 2007. The High Court of Bombay subsequently passed an order in December 2008 in favour of Sesa Industries Limited, Sesa Goa and their directors, quashing Ms. Bajaj’s complaint. The Supreme Court of India subsequently issued notices to all the parties in the special leave petition of Ms. Krishna Bajaj challenging the order of the High Court of Bombay. Ms. Krishna Bajaj submitted an application to implead the Serious Fraud Investigation Office as a party to the proceedings which was allowed by the Supreme Court of India in November 2011. The next hearing is on 2nd January, 2015.

c) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

Related Party transactions for Financial Year 11-12 & 12-13

A. Names of the related parties and their relationships:

i) Ultimate holding company and its intermediaries

Ultimate Holding company

Vedanta Resources plc

Intermediaries

Finsider International Company Limited

Twin Star Holdings Limited

Westglobe Limited

108

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC ii) Subsidiaries

Sesa Resources Limited

Sesa Mining Corporation Limited

Bloom Fountain Limited

Western Cluster Limited

Goa Energy Limited

iii) Associate (and an indirect subsidiary of the ultimate holding company)

Cairn India Limited

iv) Jointly Controlled Entity:

Goa Maritime Private Limited

v) Fellow Subsidiaries:

(With whom transactions have taken place during the year)

Bharat Aluminum Company Limited

Hindustan Zinc Limited

Konkola Copper Mines

Sterlite Industries (India) Limited

Sterlite Iron and Steel Company Limited

Talwandi Sabo Private Limited

The Madras Aluminum Company Limited

Twin Star Mauritius Holdings Limited

Vedanta Aluminum Limited

Vizag General Cargo Berth Private Limited

109

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC vi) Details of Key Management Personnel

Mr. P.K. Mukherjee, Managing Director

Mr. A.K. Rai (Retired on July 31, 2011), Wholetime Director

Mr. A. Pradhan, Wholetime Director

vii) Enterprise in which significant influence is exercised by Key Management Personnel

Sesa Community Development Foundation

B Transactions with related parties:

i) Details relating to parties referred to in items A (i), (ii), (iii) and (v) above:

(Rs in crore)

Particulars Name of the Related March 31, March 31, Party 2013 2012

1) Income

Revenue from Goa Energy Limited 4.97 0.39 Operations

Hindustan Zinc Limited 1.42 2.40

Sesa Resources Limited 9.96 20.25

Sesa Mining Corporation Limited - 0.01

Sterlite Industries (India) Limited 5.08 6.43

Interest on inter- Sterlite Iron And Steel Company 3.34 2.99 corporate deposits Limited

Vedanta Aluminum Limited - 3.62

Dividend on long Cairn India Limited 175.57 - term investments Sesa Resources Limited 125.00 187.50

110

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

2) Expenses

Purchases Goa Energy Limited 14.04 0.40

Sesa Mining Corporation Limited 13.53

Sesa Resources Limited 15.51 34.02

Long Term Vedanta Resources plc. 11.87 10.61 Incentive Plan

Recovery of Bharat Aluminum Company Limited (0.02) - expenses

Black Mountain Mining (Pty)Ltd (0.02) -

Bloom Fountain Limited (0.01) -

Hindustan Zinc Limited (0.73) (0.01)

Konkola Copper Mines (0.04) (0.04)

Sesa Mining Corporation Limited (0.02) -

Sesa Resources Limited (0.61) -

Sterlite Industries (India) Limited (0.05) (0.07)

The Madras Aluminum Company - (0.02) Limited

Vedanta Aluminum Limited (0.05) (0.02)

Vizag General Cargo Berth Private (0.02) (0.01) Limited

Western Cluster Limited (0.03) -

Expenses Goa Energy Limited 1.09 -

111

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC reimbursed

Hindustan Zinc Limited 1.01 0.19

Konkola Copper Mines - 0.01

Sesa Mining Corporation Limited 0.08 -

Sesa Resources Limited 0.30 -

Sterlite Industries (India) Limited 9.74 4.79

Talwandi Sabo Private Limited - 0.01

The Madras Aluminum Company 0.01 - Limited

Vedanta Aluminum Limited - 0.42

Vizag General Cargo Berth Private 0.03 - Limited

Advisory Fees Twin Star Mauritius Holdings Limited - 56.43

3) Purchase / Sale of Fixed Assets

Purchase Sesa Resources Limited 0.01 0.44

Sterlite Industries (India) Limited 1.38 -

Sale Sesa Resources Limited 0.15 -

4) Dividend Paid Finsider International Company 80.30 220.82 Limited

Twin Star Holdings Limited 6.65 18.30

West Globe Limited 8.87 24.39

112

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

5) Loans and Advances - Intercorporate deposits

Given / (Repaid) Sterlite Iron And Steel Company 0.59 6.17 during the year Limited

Vedanta Aluminum Limited - (1,000.00)

Balance as at end Sterlite Iron And Steel Company 33.47 32.88 of the year Limited

6) Loans and Advances - Others

Given / (Repaid) Sesa Resources Limited 160.50 - during the year Sesa Resources Limited (150.00) -

Balance as at end Sesa Resources Limited 10.50 - of the year

Sterlite Iron And Steel Company 6.50 3.50 Limited

7) Outstanding Bloom Fountain Limited 0.01 - receivable / (payable) as at the Goa Energy Limited (1.05) 11.93 end of the year Hindustan Zinc Limited 0.21 (0.26)

Konkola Copper Mines - (0.01)

Sesa Mining Corporation Limited (0.03) 0.01

113

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sesa Resources Limited 2.19 4.46

Sterlite Industries (India) Limited (2.27) (0.32)

Twin Star Mauritius Holdings Limited (1.56) (1.56)

Vedanta Aluminum Limited 0.01 (0.05)

Vedanta Resources Plc. (30.07) (17.20)

8) Investments

Investments/ Bloom Fountain Limited (Conversion) made In equity shares - 4.43 during the year

In preference shares 378.52 528.32

Share application pending allotment (4.57) 4.57

Goa Energy Limited

In preference shares 0.04 -

Share application pending (0.04) - allotment

9) Corporate Western Cluster Limited 27.19 - Guarantees given

ii) Details relating to persons referred to in item A (vi) above:

(Rs. in crore)

114

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Remuneration to Key Management Personnel March 31, March 31, 2013 2012

Mr. P. K. Mukherjee 2.30 3.78

Mr. A. Pradhan 1.49 1.90

Mr. A. K. Rai (Retired on July 31, 2011) - 1.89

3.79 7.57

Outstanding receivable / (payable) March 31, March 31, 2013 2012

Mr. P. K. Mukherjee (0.05) (0.91)

iii) Details relating to persons referred to in item A (vii) above

(Rs. in crore)

Particulars March 31, March 31, 2013 2012

Donation 3.94 5.29

Related Party transactions for Financial Year 13-14

53 Related Party disclosures List of related parties and relationships

A) Entities Controlling the Company (Holding Companies) Volcan Investments Limited (Ultimate Holding Company)

Vedanta Resources Plc (Intermediate Holding Company)

Vedanta Resources Holdings Limited (Intermediate Holding Company)

Richter Holding Limited (Intermediate Holding Company)

Vedanta Resources Finance Limited (Intermediate Holding Company)

Vedanta Resources Cyprus Limited (Intermediate Holding Company)

Twin Star Holdings Limited (Intermediate Holding Company)

Finsider International Company Limited (Intermediate Holding Company)

Westglobe Limited (Intermediate Holding Company)

Welter Trading Limited (Intermediate Holding Company)

B) Fellow Subsidiaries 115

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Konkola Copper Mines Plc

The Madras Aluminium Company Limited* (Fellow Subsidiary upto August 17, 2013) Sterlite Technologies Limited

Sterlite Grid Limited

Sterlite Iron and Steel Company Limited

Sterlite Industries (India) Limited*

C) Associates Gaurav Overseas Private Limited

Raykal Aluminium Company Private Limited

D) Subsidiaries Hindustan Zinc Limited (Previous Year: Fellow Subsidiary)

Bharat Aluminium Company Limited (Previous Year: Fellow Subsidiary)

Malco Energy Limited (Earlier Vedanta Aluminium Limited) (Previous Year: Fellow Subsidiary) Copper Mines of Tasmania Pty Limited (CMT)

Thalanga copper mines Pty Limited (TCM)

Sterlite Infra Limited (SIL)

Monte Cello B.V. (MOBV)

Talwandi Sabo Power Limited (TSPL) (Previous Year: Fellow Subsidiary)

Sesa Resources Limited ('SRL')

Sesa Mining Corporation Limited ('SMCL')

Goa Energy Limited

Bloom Fountain Limited ('BFL')

Twin Star Energy Holdings Limited ('TEHL') (Previous Year: Fellow Subsidiary)

Twin Star Mauritius Holdings Limited (‘TMHL’) (Previous Year: Fellow Subsidiary)

Western Cluster Limited

Sterlite (USA) Inc.

Fujairah Gold FZC

THL Zinc Ventures Ltd

THL Zinc Ltd

THL Zinc Holding B.V.

THL Zinc Namibia Holdings (Proprietary) Limited

Skorpion Zinc (Proprietary) Limited

Skorpion Mining Company (Proprietary) Limited

Namzinc (Proprietary) Limited

Amica Guesthouse (Proprietary) Limited

Rosh Pinah Health Care (Proprietary) Limited

Black Mountain Mining (Proprietary) Limited (Previous Year: Fellow Subsidiary)

Vedanta Lisheen Holdings Limited (earlier Vedanta Lisheen Finance Limited)

Vedanta Lisheen Mining Limited

Killoran Lisheen Mining Limited

Killoran Lisheen Finance Limited

116

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Lisheen Milling Limited

Vedanta Exploration Ireland Limited (Date of Incorporation - May 16, 2013)

Sterlite Ports Limted

Maritime Ventures Private Limited

Sterlite Infraventures Limted

Pecvest 17 Proprietary Limited

Vizag General Cargo Berth Private Limited (Previous Year: Fellow Subsidiary)

Paradip Multi Cargo Berth Private Limited

Lakomasko B.V.

Cairn India Limited @

Cairn India Holdings Limited@

Cairn Energy Holdings Limited@

Cairn Energy Hydrocarbons Ltd@

Cairn Exploration (No. 7) Limited@

Cairn Exploration (No. 6) Limited@

Cairn Exploration (No. 2) Limited@

Cairn Energy Gujarat Block 1 Limited@

Cairn Energy Discovery Limited@

Cairn Energy Cambay B.V.@

Cairn Energy India West B.V. @

Cairn Energy Gujarat B.V.@

Cairn Energy Netherlands Holdings B.V. @

Cairn Energy Australia Pty Limited@

Cairn Energy India Pty Limited@

CEH Australia Limited@

CIG Mauritius Holdings Private Limited@

CIG Mauritius Private Limited@

Cairn Lanka Private Limited@

Cairn South Africa Proprietary Limited@

Cairn Energy Investments Australia Pty Limited@1

Wessington Investments Pty Limited@1

Sydney Oil Company Pty Limited@1

Cairn Exploration (No.4) Limited@1

Cairn Petroleum India Limited@1

Cairn Energy India Holdings B.V.@1

Cairn Energy Group Holdings B.V.@1

Cairn Energy Gujarat Holding B.V@1

Cairn Energy India West Holdings B.V.@1

Cairn Energy Cambay Holding B.V.@1

CEH Australia Pty Limited@1

Cairn Energy Asia Pty Limited@1

117

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

E) Key Management Personnel Mr. Anil Agarwal

Mr. Navin Agarwal

Mr. Tarun Jain

Mr. M.S. Mehta (upto March 31, 2014)

Mr. P.K. Mukherjee (upto March 31, 2014)

Mr. Amit Pradhan (resigned w.e.f. August 18, 2013)

Mr. Thomas Albanese $

Mr. D. D. Jalan #

F) Relatives of Key Management Personnel Mr. Dwarka Prasad Agarwal

G) Others Vedanta Foundation

Sesa Community Development Foundation

Public & Political Awareness Trust

Rampia Coal Mines & Energy Private Limited (Jointly Controlled Entity)

Goa Maritime Private Limited (Jointly Controlled Entity)

Ceases to be related party for the Company, pursuant to the Scheme of * amalgamation @ Subsidiary w.e.f. August 26, 2013 (Previous Year: Associate) 1 Dissolved during the year $ Appointed as Chief Executive Officer w.e.f April 1, 2014 # Appointed as Whole Time Director & Chief Financial Officer w.e.f April 1, 2014

118

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Current Year Previous Year Disclosure in respect of transactions with related parties 13-14 12-13

Income : (i) Revenue from Operations

Fujairah Gold FZC 896.25 -

Sterlite Technologies Limited 577.70 -

Bharat Aluminium Company Limited 232.57 - Malco Energy Limited 119

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 30.22 -

Goa Energy Limited 4.63 4.97

Hindustan Zinc Limited 0.82 1.42 - Sesa Resources Limited 9.96

Sesa Mining Corporation Limited 0.11 - - Sterlite Industries (India) Limited 5.08

1,742.30 21.43 (ii) Rendering of service

a) Interest and Guarantee Commission

Malco Energy Limited 92.89 -

Sterlite Iron and Steel Company Limited 2.49 3.34

Vizag General Cargo Berth Private Limited 1.49 -

Sterlite Technologies Limited 1.18 -

Fujairah Gold FZC 0.53 -

98.58 3.34

b) Dividend Income

Hindustan Zinc Limited 850.38 -

Cairn India Limited (Subsidiary) 210.69 -

Cairn India Limited (Associate) 228.24 175.57 - Sesa Resources Limited 125.00

1,289.31 300.57

c) Outsourcing Service Fees

Vedanta Resources Plc 2.08 -

2.08 -

120

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Expenditure :

(iii) Purchases : a) Purchase of goods

Malco Energy Limited 868.19 -

Copper Mines of Tasmania Pty Limited 561.99 -

Konkola Copper Mines 516.45 -

Hindustan Zinc Limited 83.08 -

Sesa Resources Limited 2.61 15.51

Bharat Aluminium Company Limited 1.43 -

Maritime Ventures Private Limited 1.82 -

Sterlite Technologies Limited 1.20 -

Sesa Mining Coproration Limited 0.65 13.53

Vizag General Cargo Berth Private Limited 1.54 -

Fujairah Gold FZC (0.77) -

2,038.19 29.04 b) Power Charges

Malco Energy Limited 27.40 -

Goa Energy Limited 12.96 14.04

40.36 14.04

(iv) Receiving of services

a) Long-term Incentive Plan expenses/(recovery)

Vedanta Resources Plc 165.64 11.87

Hindustan Zinc Limited (60.76) -

Bharat Aluminium Company Limited (26.72) - Copper Mines of Tasmania Pty Limited

121

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC (1.26) -

Talwandi Sabo Power Limited (2.04) -

Malco Energy Limited (1.17) -

Fujairah Gold FZC (1.13) -

Skorpian Zinc (Pty) Limited (2.20) -

Black Mountain Mining (Pty) Limited (3.87) -

Vedanta Lisheen Holdings Limited (3.78) -

Cairn India Limited (0.66) -

Vizag General Cargo Berth Private Limited (1.01) -

61.04 11.87 b) Remuneration/Sitting Fees:

Mr. Navin Agarwal 17.22 -

Mr. M. S. Mehta 5.90 -

Mr. P. K. Mukherjee 4.50 2.30

Mr. Amit Pradhan 1.05 1.49

Mr. D. D. Jalan 4.55 -

Mr. Tarun Jain 10.14 -

43.36 3.79 c) Allocation of Corporate Expenses :

Hindustan Zinc Limited (58.71) -

Bharat Aluminium Company Limited (37.14) -

Malco Energy Limited (0.83) -

(96.68) -

Management Consultancy Services including representative d) office fees : Vedanta Resources Plc 122

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 30.47 -

Hindustan Zinc Limited (18.55) -

Bharat Aluminium Company Limited (11.75) -

0.17 -

e) (Recovery of)/Reimbursement to/for other expense

Bharat Aluminium Company Limited (73.69) (0.02)

Hindustan Zinc Limited (37.16) 0.28

Malco Energy Limited 13.58 (0.05) - Vedanta Resources Plc (Rs 31,456) -

Konkola Copper Mines Plc (5.03) (0.04)

Sesa Resources Limited 4.48 (0.31)

Sesa Mining Corporation Limited (0.06) 0.06

Goa Energy Limited - 1.09

Bloom Fountain Limited (0.01) (0.01)

Westeren Cluster Limited (0.28) (0.03)

Sterlite Technologies Limited (0.16) -

Sterlite Iron And Steel Company Limited (0.01) -

Copper Mines of Tasmania Pty Limited (0.36) -

Fujairah Gold FZC (0.40) -

Sterlite Infra Limited (0.24) -

Black Mountain Mining (Pty) Limited (1.32) (0.02)

Cairn India Limited (1.36) -

Talwandi Sabo Power Limited (7.06) - Vizag General Cargo Berth Private Limited 123

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC (3.59) 0.01 - Paradip Multi Cargo Berth Private Limited (Rs 48,593) -

Sterlite Ports Limited (0.03) -

Sterlite Infra Ventures Limited (0.02) -

Sterlite Grid Limited (0.39) -

Maritime Ventures Private Limited 0.03 -

Namzinc Pty Limited (0.07) -

Vedanta Lisheen Holdings Limited (0.02) - - The Madras Aluminium Company Limited 0.01 - Sterlite Industries (India) Limited 9.69

(113.17) 10.66 f) Donation

Vedanta Foundation 1.55 -

Sesa Community Development Foundation 4.75 3.94

6.30 3.94 g) Interest and Guarantee Commission

Vedanta Resources Holdings Limited 4.48 -

4.48 -

(v) Transfer of Assets

Sterlite Technologies Limited 0.06 -

Hindustan Zinc Limited 0.07 -

Bharat Aluminium Company Limited (Rs 27,187) - -

Mr. P. K. Mukherjee 0.04 -

0.17 -

(vi) Dividend paid

124

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Twin Star Holdings Limited 407.32 6.65

Finsider International Company Limited 64.24 80.30

The Madras Aluminium Company Limited 14.37 -

Westglobe Limited 7.09 8.87

Welter Trading Limited 5.74 -

498.76 95.82 (vii) Guarantees given

Talwandi Sabo Private Limited 5,089.63 -

Sterlite Infra Limited 3,395.64 -

Vizag General Cargo Berth Private Limited 522.24 -

Copper Mines Tasmania Pty Limited 59.71 -

Western Cluster Limited 30.05 27.19

Volcan Investments Limited 115.00 -

Rampia Coal Mines & Energy Private Limited 22.17 -

9,234.44 27.19 (viii) Guarantees taken

Vedanta Resources Plc 21,073.89 -

21,073.89

(ix) Purchase/ (Sales) of Fixed Assets

Vizag General Cargo Berth Private Limited (0.07) -

Fujairah Gold FZC (0.01) - - Sesa Resources Limited (0.14) - Sterlite Industries (India) Limited 1.38

Sterlite Technologies Limited (0.28) -

(0.36) 1.24 125

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

(x) Balances as at year end a) Trade Receivables

Fujairah Gold FZC 218.50 -

Bharat Aluminium Company Limited 64.62 -

Sterlite Technologies Limited 29.06 -

Goa Energy Limited 3.20 -

Sesa Resources Limited 1.66 2.19

Hindustan Zinc Limited 0.86 0.21

Sesa Mining Corporation Limited 0.10 - - Malco Energy Limited 0.01 - Bloom Fountain Limited 0.01

318.00 2.42

b) Loans and Advances

Sterlite Infra Limited 6,193.38 -

Talwandi Sabo Power Limited 395.65 -

Sesa Resources Limited 77.15 10.50

Bharat Aluminium Company Limited 53.92 -

Sterlite Iron And Steel Company Limited 18.52 39.97

Hindustan Zinc Limited 17.61 -

Malco Energy Limited 14.82 -

Konkola Copper Mines Plc 12.62 -

Sterlite Ports Limited 2.70 -

Sterlite Technologies Limited 1.76 -

Sterlite Infra Ventures Limited 1.69 - Volcan Investments Limited 126

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 1.08 -

Paradip Multi Cargo Berth Private Limited 0.81 -

Sesa Mining Corporation Limited 0.75 -

Vizag General Cargo Berth Private Limited 0.21 -

Sterlite Grid Limited 0.08 -

Cairn India Limited 0.07 -

Black Mountain Mining Pty Limited 0.03 - - Copper Mines of Tasmania Pty Limited (Rs 10,000) - - Namzinc Pty Limited (Rs 19,841) - - Vedanta Foundation (Rs 8,000) -

6,792.85 50.47

c) Share Application Money Pending Allotment

Goa Energy Limited 32.96 32.96

Bloom Fountain Limited 56.21 -

Vizag General Cargo Berth Private Limited 16.80 -

105.97 32.96

Non-current Portion of the (b) and (c) above 6,692.78 32.96

Current Portion of the (b) and (c) above 206.04 50.47

Total 6,898.82 83.43

d) Liabilities as at Mar 31, 2014

i) Trade Payables

Thalanga Copper Mines Pty Limited 59.76 -

Fujairah Gold FZC 0.14 -

127

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Sesa Mining Corporation Limited - 0.03

Goa Energy Limited - 1.05

Konkola Copper Mines 17.66 -

77.56 1.08

ii) Other Current Liabilities - Malco Energy Limited 2,907.94

Vedanta Resources Plc 216.91 30.07

Bharat Aluminium Company Limited 4.74 -

Talwandi Sabo Power Limited 0.01 -

Maritime Ventures Private Limited 0.15 -

Sterlite Technologies Limited 0.33 -

Sterlite Industries (India) Limited - 2.27

Twin Star Mauritius Holdings Limited - 1.56

Mr. P.K. Mukherjee - 0.05

3,130.08 33.95

e) Investments

Cairn India Limited 11,927.26 11,927.26

Malco Energy Limited 3,016.11 -

Talwandi Sabo Power Limited 2,500.00 -

Sesa Resources Limited 1,713.24 1,713.24

Hindustan Zinc Limited 1,101.50 -

Bloom Fountain Limited 1,029.76 911.27

Bharat Aluminium Company Limited 553.18 -

Monte Cello B.V. 204.23 - 128

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Raykal Aluminium Company Private Limited 200.70 -

Vizag General Cargo Berth Private Limited 150.01 -

Goa Energy Limited 14.06 14.06

Sterlite Technologies Limited 6.35 -

Rampia Coal Mines & Energy Private Limited 2.43 -

Sterlite Infra Ventures Limited 0.13 -

Sterlite Infra Limited 0.05 -

Sterlite Ports Limited 0.05 -

Paradip Multi Cargo Berth Private Limited 0.01 -

Gaurav Overseas Limited 0.01 -

22,419.08 14,565.83

Transactions during the year (including Pursuant to (xi) Scheme of Amalgamation) a) Loans and advances given / (received) during the year

Sterlite Infra Limited 6,193.38 -

Talwandi Sabo Power Limited * 395.65 -

Sesa Resources Limited 66.65 10.50

Bharat Aluminium Company Limited 53.92 -

Sterlite Iron And Steel Company Limited (21.45) 0.59

Hindustan Zinc Limited 17.61 -

Malco Energy Limited 14.82 -

Konkola Copper Mines Plc 12.62 -

Sterlite Ports Limited 2.70 -

Sterlite Technologies Limited 1.76 -

Sterlite Infra Ventures Limited 1.69 -

129

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Volcan Investments Limited 1.08 -

Paradip Multi Cargo Berth Private Limited 0.81 -

Sesa Mining Corporation Limited 0.75 -

Vizag General Cargo Berth Private Limited 0.21 -

Sterlite Grid Limited 0.08 -

Cairn India Limited 0.07 -

Black Mountain Mining Pty Limited 0.03 - - Copper Mines of Tasmania Pty Limited (Rs 10,000) - - Namzinc Pty Limited (Rs 19,841) - - Vedanta Foundation (Rs 8,000) -

6,742.38 11.09

b) Investments made during the year

Talwandi Sabo Power Limited * 2,099.95 -

Bloom Fountain Limited 118.49 373.95

2,218.44 373.95 c) Long-term borrowings repaid during the year

Vedanta Resources Holding Limited 324.02 -

(xii) Purchase of Power business from MEL (erstwhile VAL) 2,893.00 -

During the year, erstwhile Sterlite has given loan of Rs 2,248 Crore to Malco Energy Limited. (xiii) Consequent to the acquisition of power business of MEL along with its assets and liabilities, these inter company balance have been cancelled.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Pursuant to Board of directors approval, the Company converted existing unsecured loan of Rs 2,099.95 Crore into equity investment from the outstanding loan amount of Rs 2,493.61 * Crore (comprising Rs 1,860.00 Crore given by erstwhile Sterlite in the previous year and an amount of Rs 633.61 Crore given during the year).

d) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark

NIL

e) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

 On 23 October 2009, the Ministry of Corporate Affairs, Government of India ordered that the SFIO investigate into the affairs of the Company and its then subsidiary, Sesa Industries Limited (which has since been amalgamated with Sesa Goa Limited (Now Sesa Sterlite Limited) with effect from 14 February 2011), in respect of alleged mismanagement, malpractices and financial and other irregularities, and certain allegations of violations under the Companies Act, 1956. On 26 May, 2011, the Company received a copy of the report by the SFIO on the investigation into the company’s affairs pursuant to section 235 of the Indian Companies Act, 1956 wherein certain allegations were made under the Indian Penal Code pertaining to under / over invoicing of iron ore / coal and excess payment of commission and certain allegations were made under the Indian Companies Act. In response to the report received from the SFIO, the Company has filed its representations to the Secretary, Ministry of Corporate Affairs, with a copy to the SFIO, explaining in detail the Company’s position on the allegations made in the SFIO’s report and denying the allegations made therein. Subsequently, the Ministry has dropped all allegations in the SFIO reports under the Indian Penal Code pertaining to under / over invoicing of iron ore / coal and excess payment of commission. the Union of India through the Ministry of Corporate Affairs filed three cases against Sesa Goa Limited (now Sesa Sterlite Limited), its erstwhile subsidiary, Sesa Industries Limited, and some of their officials under the Indian Companies Act, 1956. The Company is defending itself and its directors / officials against these cases.

 The High Court of Bombay by judgment dated 11.12.2008 in Writ Petition No. 2739 of 2006 allowed the petition filed by the Company and others impugning the order of 04.10.2006 passed by the ACMM, 40th Court, Girgaon, Mumbai. In the original complaint, the Complainant has alleged violation of inter-alia, Section 73 of the Companies Act, 1956. The Complainant in the original complaint challenged the judgment of the Bombay High Court before the Supreme Court of India and the matter 131

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC is currently subjudice before the Supreme Court of India. The matter is posted on 2nd January, 2015. Party to Matter SSL (SGL), erstwhile SIL and earlier Directors of SGL and SIL.

 SEBI barred Sterlite Industries (India) Limited (SIIL) (Now merged with Sesa Sterlite Limited) from accessing the Indian Capital Market for Equity/Debt issue for a period of two years from April 19, 2001. The matter relates to alleged price manipulation during an open offer for the acquisition of shares in Indian Aluminium Company Limited made by SIIL. SIIL appealed against the SEBI Order before the Securities Appellate Tribunal (SAT). The SAT vide its order dated October 22, 2001 set aside the earlier SEBI order. SEBI has preferred an appeal against the SAT order in the High Court of Judicature at Bombay and the same is pending. In addition to the civil proceedings, SEBI also initiated criminal proceedings before the Court of the Metropolitan Magistrate, Mumbai, against Mr. Anil Agarwal, presently our Chairman Emeritus and Mr. Tarun Jain, one of our Whole Time Directors and the then Chief Financial Officer of The Madras Aluminium Company Limited at the time of the alleged price manipulation. When SEBI’s order was set aside in October 2001, we filed a petition before the High Court of Bombay to quash those criminal proceedings on the ground that the SAT had overruled SEBI’s order on price manipulation. An order was passed by the High Court of Bombay in our favour, granting an interim stay over the criminal proceedings. The proceedings before the Court of the Metropolitan Magistrate, Mumbai is currently pending and is listed under the caption of ‘stayed matter’ from time to time. The petition filed by us before the Bombay High Court is also pending with the next date of hearing yet to be fixed.

f) Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

NIL g) Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –

 statutory dues - NIL  debentures and interest thereon - NIL  deposits and interest thereon - NA  loan from any bank or financial institution and interest thereon - NIL h) Any material event/ development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Save for the event/ developments described below and what forms part of legal proceedings against promoters of the issuer company, there are no governmental, legal or arbitration proceedings which may have or have had during the 12 months prior to the date of this document a significant effect on the Company or its subsidiaries and/or the Company's or the subsidiary’s financial position or profitability.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sesa Sterlite has commenced proceedings against the GoI, which has disputed Sesa Sterlite’s exercise of the call option to purchase its remaining 29.5 per cent ownership interest in Hindustan Zinc Limited

Pursuant to the Government of India’s policy of disinvestment, Sesa Sterlite, through its wholly-owned subsidiary, Sterlite Opportunities and Ventures Limited (“SOVL”), acquired 64.92 per cent of the share capital of Hindustan Zinc Limited through the shareholders' agreement between the Government of India (GoI) and SOVL dated 4 April 2002 (the "SHA") and duly followed the open offer mechanism. Under the terms of the SHA, SOVL was granted two call options to acquire all of the remaining shares in HZL held by the GoI at the time of exercise. SOVL exercised the first call option on 29 August 2003. On 21 July 2009, SOVL exercised the second call option to acquire the remaining 29.5 per cent of the share capital shares in HZL held by the GoI. The GoI refused to act upon the second call option stating that the call option violates the provisions of the Indian Companies Act, 1956. Arbitral proceedings are currently under progress and the next hearing has been set for 9 February 2015.

On 9 January 2012, Vedanta offered to acquire the GoI’s interest in HZL for US$2,938 million. Vedanta has, by way of letters dated 10 April 2012 and 6 July 2012, sought to engage with the GoI on the same terms as the offer. This offer was separate from the contested exercise of the call options and Vedanta proposed to withdraw the litigation in relation to the contested exercise of the options should the offer be accepted. On 30 October 2013, Vedanta’s shareholders approved the terms of the offer and authorised Vedanta to negotiate the acquisition of the entirety of the GoI’s interest in HZL for an aggregate consideration not exceeding US$3,482 million. To date, the offer has not been accepted by the GoI and therefore there is no assurance that the acquisition will proceed.

PIL challenging the residual disinvestment in HZL

A writ petition was filed in April 2014 in the Supreme Court of India by the National Confederation of Officers Association questioning the decision of GOI to disinvest its 29.54% residual shareholding in HZL. The Supreme Court has ordered issue of notice vide its order dated 28 March 2014. The GoI, CBI and Sesa Sterlite Limited have filed counter affidavits. The matter is now listed for 11 November 2014.

Sesa Sterlite has commenced proceedings against the GoI, which has disputed Sesa Sterlite’s exercise of the call option to purchase its remaining 49.0 per cent ownership interest in BALCO

Arbitration proceedings have been concluded in relation to a dispute between the GoI and Sesa Sterlite, with respect to Sesa Sterlite’s exercise of its second call option to acquire the remaining shares in BALCO held by the GoI, pursuant to the shareholders’ agreement between the parties. In January 2011, the majority award of the arbitral tribunal rejected Sesa Sterlite’s claims on the grounds that the clauses relating to the call option, the right of first refusal, the “tag-along” rights and the restriction on the transfer of shares violate the provisions of the Companies Act, 1956. In April 2011, Sesa Sterlite filed an application under section 34 of the Arbitration and Conciliation Act, 1996 in the High Court of Delhi to set aside the award dated 25 January 2011 to the extent that it holds these clauses ineffective and inoperative. The GoI also filed an application before the High Court of Delhi to partially set aside the arbitral award dated 25 January 2011 in respect of certain matters involving valuation. The High Court of Delhi passed an order dated 10 August 2011 directing Sesa Sterlite's application and the application by the GoI to be heard together as they arise from a common arbitral award. The matter is currently listed to be heard on 23 February 2015.

On 9 January 2012, Vedanta offered to acquire the GoI’s interests in BALCO for US$338 million. Vedanta has, by way of letters dated 10 April 2012 and 6 July 2012, sought to engage with the GoI on

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC the same terms as the offer. This offer was separate from the contested exercise of the call options and Vedanta proposed to withdraw the litigation in relation to the contested exercise of the options should the offer be accepted. On 30 October 2013, Vedanta’s shareholders approved the terms of the offer and authorised Vedanta to negotiate the acquisition of the entirety of the GoI’s interest in BALCO for an aggregate consideration not exceeding US$487 million. To date, the offer has not been accepted by the GoI and therefore there is no assurance that the acquisition will proceed.

Writ petitions filed against Sesa Sterlite alleging violation of certain air, water and hazardous waste management regulations at its Tuticorin plant.

Various writ petitions were filed before the High Court of Madras alleging that sulphur dioxide emissions from Sesa Sterlite’s copper smelting operations at Tuticorin were causing air and water pollution and hazardous waste. These petitions sought to cancel Sesa Sterlite's permits and environmental approval to operate its smelter. However as of date no adverse order has been passed against the Issuer in any of these Writ Peititons.

A writ petition filed in December 2009 before the High Court of Madras challenged the grant of environmental clearance for the expansion of Sesa Sterlite's copper smelter at Tuticorin. No order or direction for injunction was ever granted. A further hearing for the writ petition has not been set.

Separately, in March 2013, the Tamil Nadu Pollution Control Board (“TNPCB”) ordered the closure of the copper smelter at Tuticorin due to complaints by local residents regarding a noxious gas leak. On 1 April 2013, Sesa Sterlite filed a petition with the National Green Tribunal challenging the order on the basis that the plant’s emissions were within permissible limits. The National Green Tribunal passed an interim order on 31 May 2013 allowing the smelter to re-commence operations subject to certain conditions and, accordingly, Sesa Sterlite re-commenced operations on 16 June 2013. The expert committee constituted by the National Green Tribunal submitted a report on the operation of the plant on 10 July 2013 stating that the plant’s emissions were within the prescribed standards and, based on this report, the National Green Tribunal, on 15 July 2013, stipulated that the smelter could re-commence its operations. On 8 August 2013, the National Green Tribunal confirmed its 31 May 2013 order and held that there were no health impacts owing to the operations of the plant. The National Green Tribunal directed Sesa Sterlite to comply with the committee's recommendations to further improve the working of the plant within eight weeks from 8 August 2013. Sesa Sterlite implemented the recommendations during the course of 2013. However, the TNPCB has filed a notice of appeal against the orders of the National Green Tribunal. This appeal is pending before the Green bench of the Supreme Court of India.

The claim amount is not currently quantifiable.

Dispute with the Department of Excise and Taxation, Haryana involving Sterlite

A special leave petition has been filed by the Department of Excise and Taxation, Haryana in relation to an assessment order for the assessment year 1997-98, challenging a Punjab & Haryana High Court order of September 2010, which upheld the assessment of sales tax on sale-purchase of aluminium sheets and aluminium foils at the same rate of 2 per cent as against the department’s claim for it to be at 9-10 per cent due to being different marketable commodities. The matter came up for admission in August 2011 where the Supreme Court of India ordered "Issue Notice". Sterlite is yet to file a counter- affidavit in this matter.

The claim amount is not currently quantifiable.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Petitions have been filed in the Supreme Court of India and the High Court of Orissa to seek the cessation of construction of Sesa Sterlite's aluminium refinery in Lanjigarh, which is currently closed, and related mining operations in Niyamgiri Hills, which are currently suspended

In 2004, an individual filed a writ petition before the High Court of Orissa against Vedanta, the Government of Odisha, the Republic of India, the Orissa Mining Corporation, and others alleging that the grant of a mining lease by the Orissa Mining Corporation in favour of Vedanta to mine bauxite in the Niyamgiri Hills at Lanjigarh, in the State of Orissa, would violate the provisions of the Forest (Conservation) Act, 1980 of India. The petition alleged that the felling of trees, construction of an alumina refinery and the development of the mine violates the Forest (Conservation) Act, 1980 and would have an adverse impact on the environment. The petition requested that the High Court of Orissa, amongst other things, restrain the grant of the mining lease to mine bauxite, declare the memorandum of understanding entered into between Vedanta and the Orissa Mining Corporation void, to declare the immediate cessation of construction of the Lanjigarh alumina refinery and the order of an unspecified amount of compensation for damage caused to the environment. The petition was also filed before the Supreme Court of India by certain non-governmental organizations and individuals. On 8 August 2008, the Supreme Court of India granted Vedanta clearance to mine in and around the Niyamgiri Mines on terms and conditions specified in the Supreme Court of India order dated 23 November 2007. Consequent to the order of the Supreme Court of India, the proceedings before the High Court of Orissa became redundant as the issues were already determined.

On 24 August 2010 the MoEF declined to grant forest clearance for the Niyamgiri Mines to Orissa Mining Corporation, and rendered the environmental clearance non-operational. On 8 March 2011, the Orissa Mining Corporation challenged the order by a special leave petition in the Supreme Court of India. On 1 April 2011, the Supreme Court of India admitted the corporation’s plea against the MoEF. The Supreme Court of India in its order dated 18 April 2013 directed the Government of Odisha to place any unresolved issues and claims of the local communities under the Forest Rights Act and applicable rules before the Gram Sabha, the council representing the local community. The Gram Sabha was directed to consider these claims and communicate its decision to the MoEF through the Government of Odisha within three months of the order. The Government of Odisha completed the process of conducting Gram Sabha meetings and submitted its report on the proceedings to the MoEF.

Based on the report, on 8 January 2014 the Government of Odisha rejected Orissa Mining Corporation's application for stage II forest clearance for the Niyamgiri project. In accordance with the memorandum of understanding concluded with the Government of Odisha (through Orissa Mining Corporation), the Orissa Mining Corporation must supply to Vedanta 150 million tons of bauxite from the Niyamgiri project. The Niyamgiri project is considering sourcing bauxite from alternate sources to support the existing and expanded refinery operations. Currently an impairment charge of INR 668 million (US$11.1 million) relates to the impairment of mining assets of Sesa Sterlite at Lanjigarh.

On 20 October 2010, the MoEF directed Vedanta to halt the expansion of its refinery at Lanjigarh. In opposition to this order, Vedanta filed a writ petition in the High Court of Orissa. This writ was dismissed. Vedanta made an application to the MoEF to reconsider the grant of the environmental clearance for the alumina refinery. The MoEF by its letter dated 2 February 2012 issued fresh terms of reference for the preparation of an environment impact assessment report. This was submitted to the Orissa Pollution Control Board and various representations were made to the MoEF, as well as the Project Monitoring Group established under the Cabinet Committee on Investments. The Expert Appraisal Committee of the MoEF reconsidered the project and revalidated the terms of reference for 22 months effective January 2014. Accordingly, the ban imposed on the expansion of the alumina

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC refinery was lifted. A public hearing was held on 30 July 2014 in relation to obtaining environmental clearance. The expansion of the Lanjigarh refinery is on hold until the necessary environmental approvals are received.

The claim amount relating to the litigation regarding Sesa Sterlite's aluminium refinery in Lanjigarh and related mining operations in Niyamgiri Hills is not currently quantifiable.

Sesa Sterlite (previously known as Sesa Goa) is challenging the constitutional validity of the Goa Rural Improvement and Welfare Cess Act, 2000

Sesa Sterlite filed two writ petitions before the High Court of Bombay, Goa Bench, against the State of Goa and others, being aggrieved by the levy of cess by the Government of Goa on transportation of mineral ore, coal and coke. Sesa Sterlite has challenged the constitutional validity of the Goa Rural Improvement and Welfare Cess Act, 2000 Goa Rural Improvement and Welfare Cess Rules, 2006 and the various notifications issued thereunder on the ground that such legislation is beyond the legislative competence of the State legislature. Sesa Sterlite has requested the Court to direct the respondents to refund the sums paid by Sesa Sterlite plus interest at 12 per cent per annum. Further, Sesa Sterlite has filed miscellaneous applications before the Court, requesting the Court to stay demand notices issued by the Government of Goa, through the Directorate of Transport, on 27 July 2010, 16 August 2010, 28 September 2010 and 12 January 2011 respectively. In June 2011, the High Court of Bombay refused to grant an interim stay. However, it directed that the state government would not initiate proceedings against the applicant for non-payment of the amounts due in terms of the demand notices. Also, the Court said that the recovery shall be subject to the result of these writ petitions.

This litigation has a potential financial impact, as of 31 June 2014, of INR 1,699,000,000.

Sesa Sterlite (previously known as Sesa Goa) is involved in proceedings involving a suspension of mining operations in the State of Goa

A writ petition was filed by Goa Foundation before the Supreme Court of India on 25 September 2012, based on the Justice M.B. Shah Commission Report dated 15 March 2012, directing certain actions against the Union of India, State of Goa, Ministry of Mines, Indian Bureau of Mines and the GSPCB. The petitioner has submitted that the respondents be directed to initiate termination of all leases that are found to be related to illegal mining activities and to direct action against all the violators involved in illegal mining as named in the Shah Commission Report. The Shah Commission Report appointed to inquire into illegal mining of iron and manganese ore in Goa and certain other states, alleged illegal mineral extraction in Goa and the renewal of mining leases without appropriate consents and approvals in violation of environmental laws and rules, thereby causing ecological and environmental damage due to extinction of limited natural resources. Consequently, the Supreme Court of India appointed a Central Empowered Committee to investigate the allegations raised in the Shah Commission report. Further, the Supreme Court of India issued an interim order on 5 October 2012, directing that all mining operations in the lease areas in Goa as identified in the Shah Commissions Report, and transportation of iron ore and manganese ore from those leases, be suspended pending further directions.

In November 2012, Sesa Sterlite filed an application before the Supreme Court of India to be impleaded as a respondent. This was allowed by the Supreme Court of India by its order dated 15 February 2013. Further, an intervention application was filed by Sesa Sterlite in November 2012 before the Supreme Court of India alleging that no opportunity was accorded to the respondents to

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC contest the findings of the Shah Commission Report in violation of Article 14 of the Constitution of India and the principles of natural justice.

Sesa Sterlite, together with other lessees, filed detailed replies to the Central Empowered Committee in November 2012 stating that no illegal mining activities were being carried out. Subsequently, Sesa Sterlite filed an affidavit on 29 November 2012 challenging the Shah Commission Report’s findings that mining companies had carried out mining operations beyond their respective mining lease areas. The affidavit sought to allow modification of the order of the Supreme Court of India dated 5 October 2012 and allow mining operations to resume. Sesa Sterlite filed an interim application dated 23 April 2013 to modify the Supreme Court of India order dated 5 October 2012 so as to allow the sale and movement of iron ore already extracted under the supervision of a statutory authority.

The Supreme Court of India passed an interim order on 11 November 2013 directing an inventory of excavated mineral ore, the sale of the inventoried mineral ores by e-auction and retention of the sale proceeds by the State of Goa until it had the opportunity to deliver a final judgment on the legality of the leases under which the mineral ores were extracted. The Supreme Court of India also directed the constitution of an expert committee to conduct a Macro Environment Impact Assessment Study on a proposed ceiling of annual excavation of iron ore from the State of Goa in accordance with the principles of sustainable development and intergenerational equity.

On 21 April 2014, the Supreme Court of India lifted the ban. Its judgement contained certain stipulations including a determination that the mining carried out by the lessees after 22 November 2007 was illegal and that dumping outside the leased area was impermissible. It established an interim buffer zone fixed at one kilometre from the boundaries of national parks and sanctuaries, a cap on iron ore annual excavation at 20 million tons (other than dumps (the mineral waste around mining leases)) until the final report of the expert committee is submitted, appropriation of the sale value of e-auctioned inventoried mineral ores by the State of Goa as per stipulated conditions and the payment of 10 per cent of the sale proceeds to the Goan Iron Ore Permanent Fund.

The Supreme Court of India also directed the MoEF to issue notification of eco-sensitive zones within a period of six months and requested a final report from the Monitoring Committee set up by the State of Goa within six months, as well submission of an expert committee report on mining dumps within six months and a final report on the cap on the annual excavation of iron ore in Goa within twelve months.

The claim amount is not currently quantifiable.

Sesa Sterlite, SMCL, SRL filed writ petitions in May 2014 before the High Court of Bombay at Goa due to delay by the State of Goa to execute the deeds for a second renewal of mining leases. Sesa Sterlite has pleaded to the High Court of Goa to direct the State of Goa to renew the mining leases for which it had previously collected stamp duty.

In October 2006, as required under Rule 24A of the Mineral Concession Rules, an application for s second renewal of the mining leases was filed. This was filed 12 months before the expiration of the first lease and all the necessary prerequisites for renewal of the mining leases were complied with.

IBM also submitted its report to the State of Goa recommending the renewal of mining leases belonging to Sesa Sterlite. Sesa Sterlite has already deposited a sum of INR 1206 million towards stamp duty payment in accordance with the orders issued for execution of the mining lease deeds of

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 126/5, 70/52 of Codli Group of Mines, 6/55 of Mareto Sodo Mine and INR 400 million for the for execution of mining lease deeds 11/41,12/41,13/41,14/41 and 15/41 of SMCL.

Paragraph 10.2 of the Goa Mineral Policy (2013) stated that 28 renewal applications had been decided and further renewal applications that were pending would be decided within three months. On 13 August 2014, the High Court of Goa passed a common order directing the State of Goa to renew the mining leases for which stamp duty was collected in accordance with the Goa Mineral Policy (2013) and to decide the other applications for which no stamp duty was collected within three months.

The Goa Foundation (being the petitioner aforementioned in the Goa mining ban matter) has challenged the order passed by the High Court of Goa and filed a special leave petition in the Supreme Court of India on the ground that the leases which had expired (as declared by the Supreme Court as per their Order dated 21 April 2014) cannot be reviewed and renewed. The matter is yet to be listed.

In the meantime, the State of Goa has, on 1st October 2014, released a framework of Goa Mining Policy, 2014 providing for 3 categories of mines. The Company is working towards executing the mining lease deeds and securing the necessary permissions for commencement of operations at the earliest.

Sesa Sterlite (previously known as Sea Goa) is involved in proceedings challenging environmental consents received for its expansion project of pig iron, metallurgical coke, sinter plants and power plant

The High Court of Bombay by its order dated 6 March 2012 dismissed a public interest litigation filed by Mr. Ramachandra Vaman Naik and others to quash an approval issued by the MoEF/GSPCB for the expansion project of a pig iron plant, sinter plant, met coke plant and power plant at Bicholim. Mr. Naik challenged this order by filing a special leave petition before the Supreme Court of India on 26 July 2012 for an interim stay of the operations of the High Court of Bombay order and for the stay of the construction and operation of the plant. Sesa Sterlite filed a counter affidavit in February 2013 requesting the dismissal of the special leave petition. The matter is scheduled for hearing on 11 November 2014.

Separately, an application was filed by the village council of Navelim before the NGT against GSPCB, MoEF, State of Goa, Sesa Sterlite and others alleging that (i) GSPCB had issued its approval for ‘consent to operate’ under the Water Act and Air Act to Sesa Sterlite by its order dated 4 March 2010 separately for each of the four distinct units of the project (sinter, blast furnace, coke oven and power plant) even though the environment clearance order issued by the MoEF and the approval for ‘consent to establish’ are for the four units of the project (sinter, blast furnace, coke oven and power plant) combined together, and therefore that the granting of the GSPCB approval for 'consent to operate' violated the conditions prescribed in the MoEF order (ii) the no-objection certificate issued by for the project in 2007 was forged and fabricated, and (iii) the CN5 bridge at Maina-Navelim junction falls outside the notified industrial area. The application sought cancellation of the approval for ‘consent to establish’, approval for ‘consent to operate’ and the MoEF order in relation to this project. On 1 March 2013, the NGT gave directions to issue notices to parties. Sesa Sterlite replied on 11 April 2013, denying all contentions and submissions made by the applicant and requesting that the application be dismissed. The NGT on 31 July 2014 held that owing to an identical issue pending before the Supreme Court of India, the proceedings before the NGT were to be adjourned. It directed Sesa Sterlite to inform the NGT of the determination of the Supreme Court of India once given.

The claim amount in these cases is not currently quantifiable.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sesa Sterlite (previously known as Sesa Goa) is involved in certain proceedings alleging illegal mining activities

Seventeen applications have been filed before the NGT by a local body claiming compensation from Sesa Sterlite and its subsidiaries, SRL and SMCL, and other mine lessees for causing environmental destruction and degradation due to illegal mining activity based upon the findings in the Shah Commission Report. The applications allege that environmental clearances obtained by the mining lessees specifically required the lessees to obtain prior approval of the Chief Wildlife Warden ("CWLW") which had not been adhered to and that the extraction carried out during the period when CWLW permission was pending was illegal. It is further alleged that the government authorities and officials acted in connivance with the lessees and assisted them in procuring the lease/concessions. These applications state that MoEF orders obtained by the lessees required that no mining could be undertaken without taking prior permission from the ‘competent authority’ under the Wildlife Protection Act, 1972, and that Sesa Sterlite excavated the mines in violation of the MoEF order and other environmental laws. The applicants seek restoration of extensively damaged environmental area and assessment and recovery of actual damage caused to original property granted to the lessees under the mining leases.

Further, applications seeking interim relief have been filed by the GPSSS to seek removal of dumped wastes and protection of the environment in and around the mining lease areas until final disposal of the main applications. Sesa Sterlite, SRL and SMCL in their reply have denied all the allegations posed in the applications and have requested that the applications be rejected. NGT has directed the State Government to ascertain the quantum of any ore in the locality of the mines.

The claim amount in these cases is not currently quantifiable.

Sesa Sterlite (previously known as Sesa Goa) has initiated proceedings with respect to renewal of its environmental consents

On 7 December 2012, the GSPCB informed the mining lessees, including Sesa Sterlite and its subsidiaries, SRL and SMCL, that in light of the order made by the Supreme Court of India on 5 October 2012 and the decision of the GSPCB in its board meeting held on 1 November 2012, applications filed by mining lessees for renewal of consent to operate under the Water Act and the Air Act cannot be processed and therefore, such applications were returned to the mining lessees with the liberty to apply afresh. On 28 December 2012, Sesa Sterlite and its subsidiaries SRL and SMCL applied to the GSPCB for grant of consent to operate under the Water Act and the Air Act, which was subsequently denied by GSPCB by its order dated 5 March 2013. Aggrieved by this order, Sesa Sterlite, SRL, SMCL lodged appeals on 9 April 2013 before the Administrative Tribunal at Goa. The next hearing is scheduled for 1 December 2014.

The claim amount is not currently quantifiable.

Sesa Sterlite (previously known as Sesa Goa) is involved in certain environmental proceedings

The villagers of Shirgao filed a writ petition in January 2008 before the High Court of Bombay at Goa against the Sirigao Nagarik Sanghatana Sirigao-Goa, State of Goa, Dempo Mining Corporation Limited and certain others alleging environmental degradation and adverse impact on water resources on account of mining activities carried out by certain companies. The petitioners have also filed a miscellaneous application in May 2008 seeking immediate stoppage of mineral ore transport or further mining activity creating noise, air or dust pollution. In July 2010, the High Court of Bombay at

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Goa directed the Pollution Control Board file reports with the Court with regard to compliance by mining companies of the directions issued by it and in terms of the order of the High Court in February 2010. In March 2011, the High Court appointed the National Geophysical Research Institute ("NGRI") to identify the source of water. NGRI filed its report before the High Court of Bombay in December 2011 which was taken on record by the High Court in February 2012.

The claim amount is not currently quantifiable.

Sesa Sterlite (previously known as Sesa Goa) is involved in suits relating to the lands on which its units are located

Sesa Sterlite has filed two civil appeals before the Administrator of Comunidade of North Zone Mapusa, Goa in relation to a notice issued by Comunidade of Amona to Sesa Sterlite in December 2005 (subsequently modified in February 2006) stating that Sesa Sterlite had violated the terms of lease entered into between Sesa Sterlite and Comunidade of Amona in relation to land where the pig iron plant of Sesa Sterlite is located, on the grounds that Sesa Sterlite had sub-leased part of the land to a private company. The notice requests Sesa Sterlite to reply and explain why the lease should not be forfeited.

The claim amount is not currently quantifiable. In the event of an adverse order and subject to Sesa Sterlite's right to appeal, these plants may have to be relocated.

Sesa Sterlite (previously known as Sesa Goa) has challenged the imposition of forest development tax by Government of Karnataka

In October 2008, Sesa Sterlite filed a writ petition in the High Court of Karnataka against the Government of Karnataka and others, challenging the imposition of a forest development tax at a rate of 8.0 per cent (a subsequent demand was made for the payment of tax at the rate of 12.0 per cent) on the value of iron ore sold by Sesa Sterlite from the mining leases in the forest area, pursuant to a notification by the Government of Karnataka and a memorandum/common order issued by the Deputy Conservator of Forests. In August 2009, the High Court of Karnataka permitted the Government of Karnataka to levy the forest development tax and directed that the demand be restricted to 50.0 per cent of the forest development tax as an interim arrangement pending disposal of the writ petition.

An application was filed by Sesa Sterlite before the High Court of Karnataka, seeking modification of the order in August 2009. However, the application was not taken up for hearing. Subsequently, Sesa Sterlite filed a special leave petition before the Supreme Court of India, against the order of the High Court of Karnataka. In November 2009, the Supreme Court of India directed the High Court of Karnataka to dispose of the application for modification of the order given in August 2009 and directed Sesa Sterlite to furnish a bank guarantee towards payment of the forest development tax. In April 2010, Sesa Sterlite was directed by the High Court of Karnataka to pay 25.0 per cent of the demand in cash and furnish a bank guarantee for the remaining 25.0 per cent subsequently, the Government of Karnataka appealed to the High Court of Karnataka. Sesa Sterlite filed written submissions on 25 July 2012 requesting the writ petition be allowed and the notification issued by the Government of Karnataka to be set aside. The matter is in final argument stage and has been partly heard. The matter was adjourned on 28 Oct 2014 and is now will be listed next week.

The claim amount is not currently quantifiable.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Shenzhen Shandong Nuclear Power Construction Co. Limited has commenced arbitration proceedings against Sesa Sterlite

On 19 February 2012, Shenzhen Shandong Nuclear Power Construction Co. Limited (“SSNP”) filed a petition under section 9 of the Arbitration and Conciliation Act, 1996 before the High Court of Bombay alleging non-payment in relation to the construction of a 210 MW co-generation power plant for a refinery expansion project at Lanjigarh, and filed a claim for INR 17,802 million (US$296.7 million) in damages. Prior to this, SSNP had terminated the contract dated 25 February 2011 and a legal notice dated 23 February 2012 had been issued for the recovery of damages.

SSNP also requested interim relief in the form of an order to enforce the advance bank guarantee, an injunction to prevent Sesa Sterlite from disposing or creating any third party right over plant, machinery at the project site or security for the amount due under the contract. On 25 April 2012, the High Court of Bombay dismissed SSNP’s petition. SSNP appealed and by an order dated 12 December 2012 the High Court of Bombay directed Sesa Sterlite to deposit a bank guarantee for an amount of INR 1,870 million (US$31.2 million) until the arbitration proceedings are completed.

Sesa Sterlite filed a counter claim in November 2013 for approximately INR 24,583 million for failure by SSNP to deliver on agreed timelines. On 26 September 2013, SSNP made an application for an interim award of INR 2,020 million which was heard between December 2013 and August 2014 and as per Order dated 18 October 2014 of the Arbitral Tribunal has been disallowed at present with an opportunity to SSNP to prove their case with cohesive evidence. The matter is now posted for adjudication and the next hearing is scheduled for 29-31 January 2015.

Proceedings against Talwandi Sabo Power Limited ("TSPL") relating to its delay in commissioning various units of the power plant

On 1 September 2008, TSPL entered into a long term power purchase agreement ("PPA") with Punjab State Power Corporation Limited for the supply of power. TSPL has a contractual obligation to complete the commissioning of various units of its power plant that will produce the power to be supplied according to agreed scheduled timelines. The PPA also includes obligations and performance deadlines to be met by both Punjab State Power Corporation Limited and TSPL. Punjab State Power Corporation Limited is obliged to, inter alia, procure the construction of the interconnection and transmission facilities and arrange for the supply of adequate quantities of fuel for the project. However due to, amongst other issues, an alleged delay in the fulfilment of certain obligations by Punjab State Power Corporation Limited there has been a delay in implementing the project as agreed in accordance with the scheduled timelines.

TSPL received letters from Punjab State Power Corporation Limited on 21 August 2013, 20 January 2014 and 30 April 2014 respectively, seeking payment of liquidated damages of INR 3,176.4 million (US$52.9 million) for each delay in commissioning Units I, II and III at the plant totalling INR 9,529.2 million (US$158.8 million).

On 16 June 2014, Punjab State Power Corporation Limited invoked a bank guarantee of INR 1,500.0 million (US$25.0 million) in relation to the delay in completion of Unit I. On 18.06.2014 TSPL filed a civil writ petition in the High Court of Punjab and Haryana. TSPL also filed a petition with the Punjab State Electricity Regulatory Commission (the "Commission") in which it requested that the Commission quash the claim for damages and grant an extension of time for TSPL to complete the commissioning of the units of the power plant to which the letter relates. The petition was admitted on 18 June 2014, and the application of TSPL for interim stay until final adjudication has been heard

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC and reserved for orders on 14 October 2014. At a hearing held on 7 August 2014, the High Court of Punjab and Haryana disposed of TSPL's writ petition, referring the matter to the Commission for adjudication. It also granted a stay until the next hearing at the Commission. INR 9,529.2 million in liquidated damages has been claimed by Punjab State Power Corporation Limited, which represents the maximum liability under the PPA.

Proceedings against Sesa Sterlite and Sesa Sterlite (USA), Inc. in the US Bankruptcy Court

On 17 March 2010, Asarco filed a complaint in the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, against Sesa Sterlite and Sesa Sterlite (USA), Inc. alleging that they had breached an agreement dated 30 May 2008 (the "May 2008 Agreement") by, among other things, refusing to pay a US$ 2.6 billion purchase price for the acquisition of all of the operating assets of Ascaro subsidiaries and failing to comply with their respective liabilities and contractual obligations. Asarco claimed damages in the range of US$ 533.0 million to US$ 1,509.0 million, along with any applicable pre-judgment interest.

In parallel, Asarco terminated an agreement it has concluded with Sesa Sterlite on 6 March 2009 (the "March 2009 Agreement"). This agreement superseded the May 2008 Agreement in its entirety. The March 2009 Agreement provided for the settlement and release of any potential claims arising out of the May 2008 Agreement. Asarco drew the US$ 50 million provided as deposit under the March 2009 agreement. Sesa Sterlite filed an application to the US Bankruptcy Court for the Southern District of Texas, Corpus Christi Division for the return of the US$ 50.0 million. This was subsequently rejected.

The US Bankruptcy Court, by its orders dated 13 February 2012 and 27 February 2012 ruled that Asarco was entitled to damages totalling US$ 132.8 million. This amount was reduced by US$ 50.0 million as a result of Asarco drawing on the deposit under the March 2009 Agreement. As such, Asarco was entitled to US$ 82.8 million in damages. Sesa Sterlite has provided for the amount of US$82.8 million in its consolidated statement of profit (or loss) as part of its administration expenses for fiscal year 2012. Asarco and Sesa Sterlite filed notices of appeal and cross-appeal respectively against the judgment at the US District Court for the Southern District of Texas Brownsville Division (the “District Court”) in May 2012.

On 17 October 2014, Asarco and Sesa Sterlite entered into a settlement agreement after it had obtained the approval from the RBI under the applicable regulations in India. Subsequently, Sesa Sterlite has paid the settlement amount to Asarco and parties have settled all their claims against each other in this matter. Accordingly, all pending appeals have been withdrawn by the parties, all enforcement actions have been terminated by Asarco and the Turnover Order has been vacated by the US Bankruptcy Court. With the aforesaid settlement, any issues pertaining to payment of dividend to eligible ADR holders has also been resolved. Sesa Sterlite had already recognized the judgment amount of US$ 82.75 million as expenses and as liability in FY 2012.

As a result of the settlement in October 2014, Sesa Sterlite does not now consider this litigation to be material.

The Amalgamation and Re-organization Scheme has been challenged by the Tax Authorities and others

As per the Companies Act, 1956, company petitions were filed in the High Court of Bombay at Goa and the High Court of Madras to seek sanction of the Amalgamation and Re-organization Scheme. By an order dated 12 August 2013, the Division Bench of the High Court of Bombay at Goa dismissed an

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC appeal filed by a shareholder challenging the sanctioning of the Amalgamation and Re-organization Scheme vide order dated 3 April 2013. Subsequently the shareholder’s special leave petition before the Supreme Court of India was also dismissed vide order dated 27 August 2013, and the Amalgamation and Re-organization Scheme attained finality.

Subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Bombay at Goa has been filed before the Supreme Court of India by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs in July 2013 and in April 2014, respectively. Further, a creditor and a shareholder have challenged the Amalgamation and Re-organization Scheme in the High Court of Madras in September 2013. These petitions are pending for hearing and admission.

The claim amount is not currently quantifiable.

Demands against HZL by the Department of Mines and Geology and Ministry of Mines

The Department of Mines and Geology of the State of Rajasthan issued HZL with several "show cause" notices in August, September and October of 2006 to the value of INR 3,339 million (US$55.7 million), in relation to alleged unlawful occupation and unauthorised mining of associated minerals other than zinc and lead at HZL’s Rampura Agucha, Rajpura Dariba and Zawar mines in Rajasthan, during the period from July 1968 to March 2006. HZL filed a writ petition against the notices. In October 2006, the High Court of Rajasthan issued an order granting a stay in respect of these notices and restrained the Department of Mines and Geology from undertaking any coercive measures to recover the penalty. In January 2007, the High Court of Rajasthan issued another order granting the Department of Mines and Geology an additional four weeks to file its reply. The High Court of Rajasthan also directed the Department of Mines and Geology not to issue any orders cancelling the lease. The next hearing has not yet been fixed.

Demands against HZL by the State of Rajasthan

The State of Rajasthan issued a notification in June 2008 notifying the implementation of the Rajasthan Environment and Cess Rules which imposed environment and health cess on major minerals including lead and zinc. HZL and other mine operators resisted the notification and the imposition thereunder before the High Court of Rajasthan on the ground that the imposition of such cess and all matters relating to the environment fall under the competence of the Central Government as opposed to a State Legislature. In October 2011, the High Court of Rajasthan disposed of the writ petitions. HZL has challenged this order by a special leave petition in December 2011, before the Supreme Court of India. The Supreme Court of India passed an interim order in March 2012, restraining the State of Rajasthan from taking any coercive steps for recovery of the demand. The matter is still pending and is not yet listed for hearing.

The claim amount is not currently quantifiable.

BALCO is involved in litigation in relation to the illegal felling of trees situated on forest land

BALCO has 1804.67 acres of government land out of which 1751 acres is forest land which were given on lease by the State Government. The lease deed has not been executed till date. The High Court of Chhattisgarh on February 2010 held that BALCO is in legal possession of 1804.67 acres of government land based on which the Cabinet of Chhattisgarh recommended the execution of lease deed in favour of BALCO but after approvals for forest land were sought.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC With respect to the approvals for forest land, petitions have been filed in public interest before the Supreme Court of India by various individuals and Sarthak, a non-governmental organization alleging that BALCO is using forest land for non-forest activities. The Supreme Court of India referred the matter to the Central Empowered Committee, which recommended a post-facto diversion of forest land with payment of net present value on land for which forest compensation was not paid prior to the year 1980. Subsequently, it was alleged that BALCO had cut trees in violation of the Court order and filed a contempt petition and the matter was again referred to the Central Empowered Committee. The Central Empowered Committee submitted its report on June 30, 2012 to the Court recommending that a detailed survey should be conducted through Forest Survey of India (MoEF) using high quality remote sensing technique to find out whether any tree felling and/or non-forest use has taken place after February 29, 2008 in the revenue forest land and/or deemed forest in possession of BALCO. In order to expedite the proceedings, BALCO filed an application in the Court seeking direction to pay the net present value on forest land as per the recommendation of the Central Empowered Committee provided an ex-post facto diversion of the 1751 acres forest land held by BALCO. The date of hearing for this matter has not yet been fixed.

In the event that the Supreme Court of India rules against BALCO, BALCO may be required to pay the net present value of the land in question to convert the forest land to non-forest use. The maximum amount payable, based on the highest prescribed rate, is approximately US$[10.3] million (using the spot rate of exchange as at the latest practicable date prior to the date of this document of INR [62.1383] per US$1).

Petition against BALCO seeking cancellation of the environmental clearance provided in relation to its coal block

In 2012, certain citizens challenged the environmental clearance granted by MoEF to BALCO for the Durgapur-II Taraimar opencast (3MMTPA)-cum-underground (1MMTPA) coalmine project and captive coal washery (4MMTPA) before the National Green Tribunal. It is alleged that the decision by MoEF to grant the environmental clearance was illegal, arbitrary and without application of mind, and that the environmental impact assessment report was inadequate, misleading and not in line with the Environmental Impact Assessment Notification, 2006.

The matter was at the stage of final arguments post filing of pleadings; however, on the last date of hearing before NGT on 9 October 2014, based on the Supreme Court of India order dated 25 August 2014 and September 1, 2014 holding that the coal block allocations were illegal and de-allocated (with certain exceptions) and since the coal mine allotted in favour of BALCO stood cancelled by this judgment of the Supreme Court, this appeal was dismissed as withdrawn before NGT.

Claim against BALCO for energy development cess

In December 2006, the High Court of Chhattisgarh, on a writ filed by BALCO, quashed the provisions relating to imposition of energy development cess on captive power plants and directed a refund of the cess already collected by the state government, for an amount of US$ 5.8 million. The State of Chhattisgarh filed a special leave petition in February 2007 in the Supreme Court against the order of the High Court of Chhattisgarh. The Supreme Court of India issued notice on 9 March 2007 and stayed the refund of the cess already collected from BALCO pending the outcome of the special leave petition. The date of the next hearing is yet to be confirmed.

Demand against BALCO for electricity duty

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC We received a notice in February 2010 from the Chief Electrical Inspector, Government of Chhattisgarh demanding that BALCO is required to pay Rs. 2,404 million ($ 40.0 million) from June 2005 to March 2009, towards duty on electricity for the generation of power by BALCO’s 540 MW power plant. It alleged that BALCO did not submit the eligibility certificate required for exemption from payment of electricity duty. The said exemption is claimed pursuant to a memorandum of understanding entered with the state government and according to the industrial policy 2001-2006. The state level committee recommended that an eligibility certificate be issued to us that will exempt us from paying duty on electricity. The application is filed before Directorate of Industries for granting us exemption from electricity duty and is currently under review. The amount of duty on electricity payable for the period subsequent to March 31, 2009 until March 31, 2014 is Rs. 3,235.5 million ($ 53.9 million).

Demand against BALCO for electricity dues and power allocated from central quota

During 1983 and 1984, BALCO (as a public sector undertaking) was allocated 45 MW of power (the "Allocation") by the GoI from the central quota. On 12 January 2001, as a result of the disinvestment and privatisation of BALCO the allocation was withdrawn. BALCO made representations to the GoI, as a result of which, on 13 January 2003, the Ministry of Power passed a specific order restoring the allocation to BALCO (on the same terms and conditions as existed before its withdrawal) for the period of 1 April 2001 to 31 March 2003. Despite this order, the Chattisgarh State Power Distribution Company Limited (the "CSPDL") raised an electricity bill for the period of September 2002 to November 2002 and unilaterally adjusted an amount of [INR 70.4 million (US$ 1.2 million)] on 23 December 2010 from the security deposit that it held.

BALCO has challenged this action by filing a writ petition with the High Court of Chhattisgarh to declare the order dated 23 December 2010 as illegal and void. The CSPDL, by way of letter dated 19 June 2012, demanded an amount of [INR 629 million (US$10.5 million)], which it considered to be outstanding. BALCO was required to provide security for 50 per cent of the amount demanded by CSPDL. As a result of providing such security, BALCO was granted interim relief. The matter has not yet been listed.

Proceedings related to the imposition of entry tax

In February 2007, BALCO challenged the constitutional validity of a local statute levying entry tax on the entry of goods brought into the State of Chhattisgarh and other notifications, as being in violation of certain provisions of the Indian constitution. BALCO paid the entry tax of INR 1,654 million under protest to the State Government of Chhattisgarh until 31 August 2014. The matter was referred to the Supreme Court of India. The date of the next hearing is yet to be confirmed.

In a related challenge to the levy of entry tax on imported goods, the Supreme Court of India on 9 April 2013 directed that 50.0 per cent of the entry tax that had accrued to 30 September 2012, amounting to INR 768 million (US$ 12.8 million), be deposited as entry tax. The amounts were paid with the exception of the levy on operations in the Special Economic Zone. Subsequently, the Supreme Court of India on 4 August 2014 directed Sesa Sterlite to pay, within eight weeks of the order, 50 per cent of the entry tax amount being INR 233 million (US$ 3.9 million) in relation to its operations in the Special Economic Zone. The date of the next hearing is yet to be confirmed.]

Dispute regarding potential cancellation of BALCO, HZL and Sesa Sterlite coal block

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Certain Non-Governmental Organisations (NGOs) and individuals filed writ petitions in the form of PIL in the Supreme Court of India in 2012, seeking the cancellation of the allocation of coal blocks to various companies (including BALCO) during the period of 1993 to 2010.

The Supreme Court of India, by its order dated 25 August 2014, held that the entire allocation of coal blocks was in accordance with law, and suffered from legal flaws, and lacked transparency. As a result, the Supreme Court of India in its order stated that the allocations were illegal, and that additional hearings would be required to determine how to proceed. Thereafter, the Supreme Court of India vide its order dated 24 September 2014 cancelled all the coal blocks other than certain exceptions drawn for Ultra Mega Power Projects and for two Government undertakings which had no joint ventures. The direction includes re-auction and a direction to pay a fine of Rs.295 per metric tonne for the coal mined until 31 March 2014.

In light of the recent developments set above, all allocation of BALCO, Sesa Sterlite Limited (2400MW IPP) and HZL stand cancelled.

The GOI has issued The Coal Mines (Special Provisions) Ordinance, 2014 through which the GoI, intends to provide allocation of mines through e-auction to eligible companies having specified end- use. The Ordinance includes the coal blocks of BALCO, HZL and Sesa Sterlite Limited (2400 MW IPP).

Tariff Fixation matter

SSL has filed application/petition with OERC for determining two part Tariff for the supply of power to the state (through GRIDCO, a nodal agency nominated by GoO) as per the PPA entered between SSL Energy Limited and Government of Orissa. The order for determination of tariff by OERC was issued on 12.06.13. We had preferred a review petition against the order dated 12.06.13 to the OERC s and the same has been dismissed by OERC vide its order dated 27.09.2013. SSL has preferred an appeal before APTEL. APTEL has issued an interim order directing payment by GRIDCO for the period July 2013-March 2014. GRIDCO has objected. The matter is pending for arguments on objections raised. The last hearing was on 25th September 2014 wherein APTEL ordered both the parties to submit their final written submissions. The matter is now reserved for orders.

Tax Matters:-

1. Scheme of Amalgamation and Arrangement amongst various Group Companies ( The Scheme )

In February 2012, the Indian Companies- Sterlite Industries (India) Ltd (SIIL), Vedanta Aluminium Ltd (VAL), Sterlite Energy Ltd. (SEL), Madras Aluminium Company Ltd (MALCO) and Sesa Goa Ltd (SGL) filed a Scheme of Amalgamation and Arrangement before the High Court of Madras and High Court of Bombay at Goa. The scheme was sanctioned by the High Court of Bombay at Goa in April’13 and by the High Court of Madras in August’13.

The Income Tax Department objected to the scheme in Bombay High Court at Goa. The Hon’ble High Court has rejected the contentions holding that the tax department does not have a locus to object to the Scheme. Subsequent to the effectiveness of the scheme, a special leave petition (SLP) was filed by the Tax Department before the Supreme Court of India. The contention of the tax department was that the Scheme is a tax planning measure and the tax department would be required to refund crore of rupees once the Scheme is sanctioned. Meanwhile the Regional Director of Companies has also

146

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC filed a special leave petition (SLP) before the Supreme Court of India challenging the order of High Court of Bombay at Goa approving the scheme.

Separately a creditor and a shareholder have also challenged the scheme in the High Court of Madras.

All these writ petitions are pending for admission / hearing.

2. Prosecution Proceedings for alleged delay in filing of returns

The Income tax Department has issued notices for alleged delay in filing of tax returns post sanction of the Scheme. These notices seek to prosecute the Company and the directors for the alleged dealy. There was no further development since FY 2013-14. As on date neither any tax nor any interest has been imposed. The company has been advised that the proceedings would not survive

3. Cairn India Ltd - Withholding of tax on payment made on acquiring a subsidiary.

In March 2014 Cairn India Limited (“CIL”) received a notice from the Indian Tax Authority ("Tax Authority") alleging failure by CIL to deduct withholding tax (on Short Term Capital Gain of INR 24503.50 Crore)on the payments made to Cairn UK Holdings Limited (“CUHL”). The notice does not specify the quantum of tax. The transaction which is subject to the enquiry by the Tax Authority is acquisition of the shares of Cairn India Holdings Limited from CUHL in financial year 2006-2007 as a part of group reorganization by the then parent company Cairn Energy Plc. As the time given by the Tax Authority is very short to reply, CIL was constrained to file a writ petition with the Hon'ble Delhi High Court(“HC”) on principle of natural justice. The Hon'ble HC granted three weeks’ time to CIL to file the response

Pursuant to this various replies were filed with the tax authorities. The proceedings before the Assessing Officer are still pending and company is making necessary submissions. We believe, the reorganization was tax compliant with the tax legislation in place at that time in India. The Tax Authority has cited the legislation introduced in 2012 as the reason for these enquires. Based on the advice received from consultants, CIL believes that the acquisition of shares of Cairn India Holdings Ltd as a part of group reorganization in 2006 is not liable for any withholding tax on account of retrospective amendment by insertion of Explanation 5 to Section 9(1)(i) of India Income Tax Act 1962 and CIL intends to defend the proceedings before the Tax Authority.

4. Vedanta – Lisheen Ireland

Irish revenue department has sent notice for levy of 25% of tax imposed on the total profits of the business retroactively since 2006. Additional tax liability is expected to be USD 40 Million during the period 2006 to 2010 during which lisheen was carried on by the seller Anglo American. In respect of milling profits the Irish revenue have fixed the tax rate of 12.5% against the concessional rate of 10% claimed by Lisheen, additional tax liability during the period Lisheen was carried on by Anglo American is USD 6.7 Million. Lisheen is defending this case and have taken recourse to the Anglo American invoking the tax deed of indemnity.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Since the tax disputes are covered by tax indemnity, the Group has intimated the tax litigation to Anglo American. In the interest of defending the case before Irish Revenue, Anglo has engaged the assistance of tax consultant who would interact with Lisheen counsels. In the event the appellate proceedings are not successful, the Group would claim the disputed amount from Anglo.

5. SesaGoa - Iron Ore Disallowance of exemption in respect of profit from 100% Export Oriented Unit (EOU) at Goa and Karnataka)

The assessments for Sesa Goa were earlier completed for Financial Year 2007-08 with disallowance pertaining to profit derived from EOU eligible for deduction u/s 10B and other items. The same were confirmed by the Appellate Commissioner / Dispute Resolution Panel. Being aggrieved, Sesa Goa filed an appeal before the ITAT, Goa Bench at Panaji against the orders. The Tribunal in it’s order dated 8 March 13 disposed off SGL’s appeal holding that the units were new investments and the activity carried out in its EOU’s are ‘production’ and eligible for deduction.

The Tax Department has raised substantial question of law in the High Court. Simultaneously, the Tax Departmet has also moved a rectification application before the Tribunal, which has since been dismissed. The tax department filed another application for FY 2008-09 (AY 2009-10) before the Tax Tribunal purportedly based on the survey indicated in March, 2014. The application seeks to revise the order already pronounced by the Tax Tribunal in 2013.

6. Sterlite - Copper ( erstwhile Sterlite Industries (India) Ltd ) – Disallowance u/s 10B in respect of 100% Export Orinted Unit (EOU) at Tuticorin:

For the Financial Years 2006-07 and 2007-08, only Draft Assessment orders have been passed as Sterlite was subject to Transfer Pricing adjustment. The Company has challenged the draft assessment orders before the High Court by way of writ petitionsand also to challenge the validity of the formation of Disputes Resolution Panel (DRP). The Hon’ble High Court has passed interim injunctions. The Department was directed to file counter affidavits. Next hearing date is yet to be posted by the High Court.

As regards FY 08-09 (AY 09-10), the tax department has completed the assessment and determined a demand of INR 1.94 Bn. The demand has primarily arisen on account of disallowance for EOU. The Company filed appeal before First Appellate Authority. Hearing is yet to commence.

The tax department has also issued only a draft assessment order for the FY 2009-10.The Assessing Officer apart from considering the Transfer Pricing adjustment as proposed by TPO also made disallowances u/s 14A i.e expenditure relating to exempt income; 10B EOU claim; ASARCO bid expenditure resulting into demand of INR 197.85 crore comprising tax component of INR 136.25 crore and interest component of INR 61.60 crore. The company has challenged the draft assessment order by way of a writ petition before the High Court of Madras. The High Court has directed the company to pre-deposit 15% of tax due while admitting the writ petition and granting stay on the balance amount of demand.

7. Cairn India Ltd (CIL): - Treatment of Condensate as a Gas - disallowance u/s 80IB

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC The Company has received tax assessment order stating the fact that condensate from CB-OS/2 block should not be included in the term ‘mineral oil’ and is not eligible for deduction u/s 80 IB (9) of the Act However, the production sharing contract of CB-OS/2 includes within the definition of crude oil, any condensate and the Company has assessed the chances of additional liability on this account as remote. In the event the matter is concluded otherwise, the potential liability for tax and related interest on tax holiday claimed on condensate for all periods up to 30Sep 2014 is approximately INR 2.335 billion.

The 2008 Indian Finance Bill appeared to remove this deduction by stating (without amending section 80-IB(9)) that “ for the purpose of section 80-IB(9), the term “mineral oil” does not include petroleum and natural gas, unlike in other sections of the Act.” Subsequent announcements by the Indian Finance Minister and the MoPNG have confirmed that a tax holiday would be available on production of crude oil but have continued to exclude gas. The High Court of Gujarat did not admit the writ petition on the ground that the matter needs to be first decided by the lower tax authorities. A special leave petition has been filed before the Supreme Court against the decision of the High Court of Gujarat. In the event that this challenge is unsuccessful, the potential liability for tax and related interest on tax holiday claimed on gas production for all periods to 30Sep 2014 is approximately INR 2.617 billion. In case of BV companies a favourable order has been received from Commissioner Appeals against which Income tax department is in appeal before ITAT and the appeals have been heard and the order is awaited. Based on the legal opinions received and favourable order of Commissioner Appeal the Management is of the view that the tax liability is not probable and accordingly no provision has been considered there against.

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7 DETAILS OF THE OFFER

Date of passing resolution in general Postal Ballot dated 21st January 2014 & 11th October 2014 meeting Date of passing BR 05th September 2014 The principal together with interest(in respect of the amount so subscribed and issued) shall be secured by the first pari- Security passu charge over specific identities fixed assets of the Issuer with a minimum security cover of 1.25 times. Price at which the security is being offered including the premium, if any, The security will be issued at par along with justification of the price Name & Address of the Valuer To be mutually decided by the Issuer & Investors subsequently Rs. 1,200 Crores along with a green shoe option of Rs. 300 Issue Size crores (total issue size aggregating to Rs. 1,500 Crores including the green shoe option across all series) Series I II ISIN No. INE205A07014 INE205A07022 Issue Size Rs. 975 crores Rs. 225 crores 3 years from Deemed Date of 3 years 2 months from Tenor Allotment Deemed Date of Allotment Redemption Date 30-Oct-17 30-Dec-17 Coupon Rate 9.36% 9.36% 1st: annual – Oct 30’ 2015 1st: annual – Oct 30’ 2015 2nd : annual – Oct 30’ 2016 2nd : annual – Oct 30’ 2016 Coupon Payment Dates/Frequency 3rd: annual on maturity Oct 30’ 3rd: annual – Oct 30’2017 2017 4th: on maturity Dec 30’2017

Payment of interest and principal will be made by way of Settlement Cheque / DD / Electronic mode.

The pay-in would be applicable upto October 30, 2014. Any Validity / Pay in change in the above schedule may attract a change in the pricing at the discretion of the Arranger/Investor The Proceeds of the Issue will be utilized by the Issuer for general corporate purposes. Objects of the Issue Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets. Contribution being made by the No contributions have been made by the promoters or promoters or directors as part of the directors of the Issuer, either as part of the offer or separately offer or separately in furtherance of in furtherance of such objects. such objects Deemed Date of Allotment 30th Oct 2014

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7 DETAILS OF THE OFFER

Minimum Subscription and multiples Minimum 1 Debenture of Rs. 10,00,000 each or multiples of Debt Securities therefore Put Option Date N.A Put Option Price N.A Call Option Date N.A Call Option Price N.A Put Notification Time N.A Call Notification Time N.A

The NCD shall be listed on the Wholesale Debt Market segment of BSE. In case of delay in listing beyond 15 days from the Listing Deemed Date of Allotment, the Company will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till the date of listing.

Mode of issuance Only in Dematerialized form Mode of Trading Only in Dematerialized form Depository NSDL / CDSL Rating of the Instrument “CRISIL AA+/Stable” by CRISIL Settlement by way of Cheque/DD/RTGS/NEFT/Electronic Transfer Issue Timing: 1. Issue Opening Date 30th Oct 2014 2. Issue Closing Date 30th Oct 2014 3. Pay – in – Date 30th Oct 2014 4. Deemed Date of Allotment 30th Oct 2014 Axis Trustee Services Limited Axis House, 2nd Floor Name & Address of the Debenture Wadia International Centre Trustee P B Marg, Worli Mumbai – 400025

Other Details

Security Name 9.36% Secured Redeemable Non-Convertible Debentures Issuer Sesa Sterlite Limited Secured, Rated, Non-Convertible, Non-Cumulative, Type of Instrument Redeemable, Debenture (NCD) Nature of Instrument Secured Seniority Senior Arranger/Investor IDFC Limited and Axis Bank Limited Mode of Issue Private Placement 151

7 DETAILS OF THE OFFER

The following categories of investors, specifically approached, are eligible to apply for this private placement of NCD’s: 1. Scheduled Commercial Banks; 2. Financial Institutions; 3. Insurance Companies; 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI); Eligible Investors 5. Regional Rural Banks; 6. Mutual Funds; 7. Companies, Bodies Corporate authorised to invest in Debentures; 8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines. 9. Any other investor(s) authorized to invest in the private placement. Option to retain oversubscription NIL Step Up/ Step Down Coupon Rate N.A. Redemption Amount At par (Rs.10,00,000 per NCD) Coupon Type Fixed Coupon Reset Process None Actual/Actual Basis Interest payable on the NCD’s will be calculated on the basis Day Count Basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be. At the coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / Interest on application money demand draft(s) up to one day prior to the Deemed Date of Allotment. In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. Default Interest Rate over the Coupon Rate will be payable by the Company till the date of cure of the concerned default. Redemption Premium / Discount NIL Issue Price Rs.10,00,000 per NCD Discount at which security is issued and the effective yield as a result of N.A., as the security is being issued at par such discount Face Value Rs.10,00,000 per NCD 1 NCD of the face value of Rs.10,00,000 each and in multiple Minimum Application of 1 thereafter The Proceeds of the Issue will be utilized by the Issuer for Details of the utilization of the general corporate and for such other purposes as may be Proceeds permitted under the prevailing laws and regulations.

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‘Business Day’ shall be a day on which commercial banks are open for business in the city of Mumbai, Maharashtra. In case an interest payment date falls on a Sunday or a day on which banks are closed for business in Mumbai, the payment due shall be made on the next working day (i.e. the effective date as defined above) Business Day Convention In case the principal redemption date falls on a Sunday or a day on which banks are closed for business in Mumbai, the payment due shall be made on the previous working day (i.e. the effective date as defined above) together with interest accrued till and including one day prior to the previous working date. Record Date 15 Days prior to each Coupon Payment / Redemption Date. Debenture Trust Deed to be executed within 60 days from the Deemed Date of Allotment. Hypothecation and/ or charge on security shall be created within 180 days from the Deemed Date of Allotment. In the event of delay in executing and performing the action Security Creation mentioned herein within the specified time line or such extended period as may be agreed between the Debenture Trustee/Debenture Holders and the Company, the Company will refund the subscription with agreed rate of interest or will pay penal interest @ 2% p.a. over the coupon rate till these conditions are complied with. As long as the Company maintains the stipulated security cover in respect NCD’s, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Future Borrowings Trustee. Further, the Company shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained. 1. Information Memorandum 2. Debenture Trustee Agreement 3. Letter appointing Registrar and Transfer Agents 4. Letter appointing Debenture Trustee; Transaction Documents 5. Security Documents creating the security in favour of the Debenture Trustee; And such other documents as may be required to be executed to perfect the transaction contemplated herein.

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The Issuer agrees to comply with all applicable rules and regulations in respect of the transaction. The Issuer will be Approvals responsible to taking all necessary authorization and / or approvals internal, external regulatory, statutory or otherwise. Conditions Precedent to Including but not limited to: Disbursement

· Credit Rating letter and rationale of “CRISIL AA+/Stable” by

CRISIL for the NCD Issue · In-principal listing letter / approval from the Stock Exchange · Consent Letter from the proposed Debenture Trustee

agreeing to act as the Debenture Trustee · Execution of Debenture Trustee Agreement · Information Memorandum Private Placement Offer Letter

(complying with SEBI disclosures) and certified by the Issuer · Board and Shareholders Resolution of the Issuer as required

under the Companies Act 2013 for issuance of the NCD · A certified true copy of the special resolution of the shareholders of the Issuer approving the private placement of

the Debentures under rule 14 (2) (a) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 · A certified true copy of the special resolution of the shareholders of the Issuer under section 180(1) ( c )of the

Companies Act, 2013 setting out the borrowing limit applicable to the Issuer · Compliance with all applicable laws and regulations

pertaining to the issuance of the NCD. Conditions Subsequent to (i) Listing of the Debentures on the Stock Exchange Disbursement (ii) Security Creation for the Debentures as per the terms of this Disclosure Document, including execution of the Trust Deed, as may be necessary (i) Default in payment of monies due in respect of interest/principal in respect of the upon NCD’s; (ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees. Event of Defaults In case, the above events of default happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) above become due, it will necessitate repayment before stated maturity. Provisions related to Cross N.A. Default

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The Company has appointed Axis Trustee Services Limited registered with SEBI, as Debenture Trustees for the holders of the NCD’s (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the NCD’s.

The NCD holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and Role and Responsibilities of authorized the Trustees or any of their Agents or authorized Debenture Trustee officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the NCDs being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the NCDs holder(s). The transaction contemplated herein governed by and shall Governing Law and be construed in accordance with the Indian laws. Any dispute arising thereof will be subject to the non-exclusive jurisdiction Jurisdiction of Mumbai.

All rates of interest, Arranger/Investor fee and other charges to be made by the Company as mentioned herein are Interest Tax, Service Tax, levies and exclusive of service tax and/or any such levies / duties. Such duties service tax, other levies / duties, if any applicable (excluding income tax), shall be payable by the Issuer to the investor over and above the rates mentioned hereinabove

Any expenses that may be incurred towards executing of this transaction including NCD issuance, security creation, Other Expenses custodial services, payment of stamp duty, fees for legal (including those of the NCD Holders’ counsel), accounting , due diligence and others shall be borne by the Issuer

# THE ISSUER RESERVES THE RIGHT TO CHANGE THE ISSUE CLOSING DATE AND IN SUCH AN EVENT, THE DATE OF ALLOTMENT FOR THE DEBENTURES MAY ALSO BE REVISED BY THE ISSUER AT ITS SOLE AND ABSOLUTE DISCRETION. IN THE EVENT OF ANY CHANGE IN THE ABOVE ISSUE PROGRAMME, THE ISSUER WILL INTIMATE THE INVESTORS ABOUT THE REVISED ISSUE PROGRAMME.

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BRIEF OFFER DETAILS

I. THE ISSUE The Company proposes to issue upto 12,000 Rated, Taxable, Secured, Listed, Redeemable, Non- convertible debentures of face value of Rs. 10 lakhs each, aggregating upto Rs.1200 Crores, along with a green shoe option of Rs. 300,00,00,000/- (Rupees Three Hundred Crores Only) total issue size aggregating to Rs. 1500,00,00,000 (Rupees One Thousand Five Hundred Crores)

II. UTILIZATION OF THE ISSUE PROCEEDS The Proceeds of the Issue will be utilized by the Issuer for general corporate purposes.

III. RATING The Company has obtained long term rating of CRISIL AA+/ Stable for this debenture issue.

IV. COUPON – 9.36% P.A. V. DISCOUNT / EFFECTIVE PRICE TO INVESTOR The Debentures are being issued at face value and no discount shall be offered on the Debenture. Hence the Investor shall pay 100% of the Issue Price.

VI. SECURITY The debentures shall be secured by first pari passu charge over such fixed assets of the Issuer, as may be identified by the Issuer, so as to maintain minimum security cover of 1.25 times of the outstanding amount of the Debentures. Debenture Trust Deed shall be executed within the time limits permitted under the Companies Act, 2013. Security Creation/ Hypothecation on the assets, more clearly defined in below mentioned point, shall be created within 180 days from the Deemed Date of Allotment.

VII. PROJECTED CASH FLOW Particulars Series I Series II Sesa Sterlite Company Sesa Sterlite Limited Limited Face Value (per security) (in Rs.) 1000000 1000000 Issue Date/Date of Allotment October 30, 2014 October 30, 2014 December 30, Redemption October 30, 2017 2017 Coupon Rate 9.36% 9.36% First interst on 30.10.2015 and Frequency of the First interst on 30.10.2015 subsequently on interst Payment and subsequently on 30th 30th October with specific October every year till every year till dates maturity maturity Day Count Convention Actual/Actual Actual/Actual

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SERIES I No. of days in Cash Flows Date Coupon Period Amount (in Rs.)

1st Coupon Friday, October 30, 2015 365 93,600

2nd Coupon Monday, October 31, 2016 367 93,856

3rd Coupon Monday, October 30, 2017 364 93,344

Principal Monday, October 30, 2017 1,000,000

SERIES II No. of days in Cash Flows Date Coupon Period Amount (in Rs.)

1st Coupon Friday, October 30, 2015 365 93,600

2nd Coupon Monday, October 31, 2016 367 93,856

3rd Coupon Monday, October 30, 2017 364 93,344 Saturday, December 30, 4th Coupon 2017 61 15,643 Saturday, December 30, Principal 2017 1,000,000

VIII. DISCRIPTION OF SECURITY Security shall be created on the following assets to maintain 1.25 times security cover on the outstanding amount of debentures:

1. Mortgage on one or more land parcels and/or Fixed Assets of the Issuer, as may be identified by the Issuer for the same; and/or 2. Hypothecation over movable fixed assets of the Issuer located at various business/plant locations as may be identified by the Issuer for the same.

Debenture Trustee

The Company has appointed Axis Trustee Services Limited as the Debenture Trustee. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee. All investors are deemed to have irrevocably given their authority and consent to Axis Trustee Services Limited to act as their Debenture Trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. 157

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Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the Debenture holders in such an event shall be provided for the same.

The Debenture Trustee shall duly intimate the Debenture holders by issuing a release on occurrence of any of the following events: a) default by the Company to pay interest on the Debentures or redemption amount; b) failure of the Company to create a charge on the assets for the secured Debentures within stipulated time period; c) Revision of credit rating assigned to the Debentures. d) breach of financial covenants, if applicable, by the Company Such information shall also be placed on the websites of the Debenture Trustee, the Company and the Stock Exchange.

Axis Trustee Services Limited has given its written consent for its appointment as debenture trustee to the Issuer under Regulation 4(4) of the SEBI Regulations and for inclusion of its name in the form and context in which it appears in this Private Placement Offer Letter.

APPLICATION FOR THE DEBENTURES How to Apply  Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable in favour of “SESA STERLITE LIMITED” and cheque or draft should be crossed as “Account Payee only”. The full amount of the issue price for the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below.  Cheques/demand drafts/electronic transfer may be drawn on any scheduled bank and payable at Panjim, Goa.  The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.  The Application form containing the details of the payment is annexed hereto as “Annexure III”

Who can apply Application by Banks/ Corporate Bodies/ Mutual Funds/ Financial Institutions/ Trusts/ Statutory Corporations / Insurance Companies

The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bye-laws/trust deed; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories; and (iv) necessary form for claiming exemption from deductions on interest on application money. Application made by an asset management company or a custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made.

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Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Registered Office.

Submission of completed Application Form All applications duly completed accompanied by account payee cheques/drafts/application money/transfer instructions from the respective investor’s account to the account of the Issuer, shall be submitted at the Registered/Head Office of the Issuer.

Procedure and Schedule for Allotment and Issue of Certificates On the Debentures being subscribed under this offer, the Debentures would be allotted by such persons as are authorized by the Board / Committee of Directors from time to time. The allotment would be intimated by way of a Letter of Allotment. The Company will execute and dispatch such Letter of Allotment or refund letter along with refund amount, not later than seven working Days after receipt of completed Application Form or the Deemed Date of Allotment, whichever is later.

After completion of all legal formalities, the Company will issue the Debentures certificate(s)/credit the DP account of the allottees against surrender of the Letter(s) of Allotment within three month(s) of the Deemed Date of Allotment or such extended period, subject to obtaining the approvals, if any.

Basis of Allotment The Company has the sole and absolute right to allot the Debentures to any applicant.

Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole and absolute discretion of the Company.

Dispatch of Refund Orders The Company shall ensure dispatch of refund orders by registered post or by way of RTGS within seven working days from the Deemed Date of Allotment.

Loss of Interest Cheques/Refund Cheques Loss of interest cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company.

Interest on Application Money If applicable, Interest at applicable coupon rate will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand drafts (s) /RTGS up to but excluding the Deemed Date of Allotment. The interest 159

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payable on application money will be credited within 3 Working Days after the Deemed Date of Allotment. The letters of Allotment/Allotment advice/refund orders, as the case may be, will be sent by registered post/courier/hand delivery within seven days from the Deemed Date of Allotment to the first/sole applicant, at the sole risk of the applicant. The payment will be subject to tax deducted at source at the rates prescribed under the provisions of the IT Act or any other statutory modification or re-enactment thereof.

Tax exemption certificates, if applicable, in respect of non-deduction of tax on interest on application money must be submitted along with the Application Form. It is clarified that interest shall not be paid on invalid and incomplete Application Forms.

Interest at the applicable coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. All the applications for transfer shall be accepted only at the Registered Office of the Company.

In the case of joint holders of Debentures, interest shall be payable to the first named Debenture holder. For the purpose of registering a transfer of Debentures prior to the Record Date, the Debenture certificate(s)/Letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Registered Office at least seven Working Days before the Record Date. The provisions of the Depositories would be complied with by the Registrar for facilitating payment by the Company on the respective payment date.

Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office/Head office of the Issuer, at least 15 days before the relevant interest payment becoming due.

Computation of Interest

Interest for each of the interest periods shall be calculated, on 'actual/ actual' (actual/366 in case of a leap year) basis, on the face value of principal outstanding on the Debentures at the coupon rate rounded off to the nearest Rupee. The interest on Debentures shall be paid on an annual basis. If for instance, the Deemed Date of Allotment is 30th October 2014, interest shall be payable on annual basis with the first interest payment being made on 30th October 2015 and the final interest payment shall be made along with redemption at respective Redemption Dates. (These dates shall accordingly change with a change in the Deemed Date of Allotment or due to non-Working day, if any)

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Redemption Schedule*

Redemption schedule is mentioned below (assuming Deemed Date of Allotment as 30th October 2014): Redemption Redemption Series Price per Dates Debenture

Rs. I 30th October 2017 10,00,000/-

30th December Rs. II 2017 10,00,000/-

It is amply clarified that the Debentures would be redeemed by bullet repayment on final Redemption Date for each of the Series. * This may change due to change in Deemed Date of Allotment Payment on Redemption

Payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record date. The Debentures shall be taken as discharged on payment of the redemption amount by the Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company will inform the Depositories and accordingly the account of the Debenture holders with the Depositories will be adjusted. The Company’s liability to the Debenture holder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the maturity date, in all events save and except for the Debenture holder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished and the Company shall request Debenture Trustee to issue No Due Certificate and release the Security.

Delay in Listing In case of delay in listing of the Debentures beyond 15 days from the deemed date of allotment, the Company will pay penal interest of 1% pa over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such Debentures to the investor.

Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the demat mode since the saleable lot is one Debenture.

Power of Company to exercise right to re-purchase and/or re-issue the Debentures

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The Company will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets, at any time prior to the Maturity date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further, in respect of such repurchased/re-deemed Debentures, the Company shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.

Eligible Holders and Mode of Transfer The title to the Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by the Debentures certificate(s) together with necessary supporting documents. The transferee(s) should deliver the Debenture certificates to the Company for registration of transfer in the Register of Debenture holders at the Registered Office. The Company on being satisfied will register the transfer of such Debentures in its Register of Debenture holders. The person whose name is recorded in the Register of Debenture holders shall be deemed to be the owner of the Debenture

Debentures

Request for registration of transfer, along with the necessary documents, and all other communications, requests, queries and clarifications with respect to the Debentures should be addressed to and sent to the Registered Office of the Company. No correspondence shall be entertained in this regard at any other branches or any of the offices of the Company. In the event the Debentures are issued in physical form, the Company shall use a common form of transfer.

The request from Registered Debenture holder(s) for splitting/consolidation of Debenture certificates will be accepted by the Company only if the original Debentures certificate(s) is/are enclosed along with an acceptable letter of request. No requests for split below the market lot will be entertained.

Transfer of debentures in dematerialised form would be in accordance to the rules/procedures as prescribed by the Depositories.

Future Borrowings

As long as the Company maintains the stipulated security cover on the NCD, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Trustee.

Further, the Company shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained.

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In case, pari passu letter for any charge creation is requested by the Issuer, Debenture Trustee shall be empowered to issue the same without seeking consent from the Debenture holders, as long as the Issuer satisfies the above requirement of minimum security cover maintenance by way of a practicing Chartered Accountant’s certificate.

Succession In the event of demise of a Registered Debenture holder being an Individual, the Company will recognize the executor or administrator of the demised Registered Debenture holder or the holder of succession certificate or other legal representative of the demised Registered Debenture holder as the Registered Debenture holder of such Debentures, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case of joint holders, on demise of the first holder, the surviving joint holder shall be recognized as the Registered Debenture holder of such debentures on production of death certificate of the demised Debenture holder. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or any such person appointed as per the applicable law.

Issue of Duplicate Debenture Certificates If any Debenture certificate(s) is/are mutilated or defaced, then, upon production of such certificates at the Registered Office, the same will be cancelled and a new Debenture certificate will be issued in lieu thereof. If any Debenture certificate is lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, new certificate(s) shall be issued.

Notices The Company agrees to send notice of all meetings of the Debenture holders specifically stating that the provisions for appointment of proxy as mentioned in Section 105 of the Companies Act, 2013 shall be applicable for such meeting. The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered Debenture holder(s) at the address of such Debenture holder(s) registered with the Registered Office of the Company.

All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same.

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Rights of Debenture holders The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

Modifications of Rights The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three- fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company.

Debenture Redemption Reserve (DRR)

The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard.

Governing Laws and Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures, agree that the Mumbai Courts shall have exclusive jurisdiction with respect to matters relating to the Debentures.

Effect of Holidays Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, Interest Payment Date or Principal redemption date, fall on a Saturday or Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever at a place where the Registered/Corporate Office of the Issuer is situated, the next Working Day shall be considered as the effective date for such payment.

In case Interest Payment date does not fall on a working day, the payment shall be made on a next Working day without any interest for the period overdue.

Such payment on the next working day for Coupon Payment would not constitute non-payment on due date.

Tax Deduction at Source

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Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form.

The Issuer shall be entitled to deduct appropriate taxes or other deductions as required to be withheld on the redemption amount or any other Debenture payments at the rates prevailing from time to time under the provisions of the IT Act or any other law, or any other statutory modification or re- enactment thereof. In case any Debenture holder wishes to avail a lower rate of withholding tax pursuant to the provisions of any tax treaty entered into by India with the country of residence of such Debenture holder, then such Debenture holder shall need to provide an appropriate representation / documentation to the satisfaction of the Issuer for claiming a lower rate of withholding tax under the respective tax treaty.

Record Date The record date shall be 15 Days before each relevant payment date(s) including interest payments and /or principal repayments / payments on redemption for determining the beneficiaries of the Debentures.

In case the Record Date/Book Closure Date falls on Sunday/Saturday/Holiday, the working day prior to the said Sunday/Saturday/Holiday will be considered as the record date/book closure date.

OTHER REGULATORY AND STATUTORY DISCLOSURES Role & Limit of Responsibility / Liability of the Arranger(s)

The issuer has mandated and authorized to act as an arranger for the debentures and to distribute either itself and/or through its affiliates this offer letter to identified potential investors.

Nothing in this offer letter constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

The issuer has prepared this offer letter and the issuer is solely responsible for its contents. The issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the debentures. All the information contained in this offer letter has been provided by the issuer or is from publicly available information, and such information has not been independently verified by the arranger. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the arranger or its affiliates for the accuracy, completeness, reliability or correctness of this offer letter or any of the information or opinions contained therein, and the arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the contents of this offer letter and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this offer letter or any

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information or errors contained therein or any omissions therefrom. By accepting this offer letter, you agree that the arranger will not have any such liability.

The only role of the arranger with respect to the debentures is confined to arranging placement of the debentures on the basis of this offer letter as prepared by the issuer. Without limiting the foregoing, the arranger and its affiliates are not acting, and have not been engaged to act, as an underwriter, merchant banker or any other intermediary with respect to the debentures. The issuer is solely responsible for the truth, accuracy and completeness of all the information provided in this offer letter. The arranger and/or any of its affiliates are not responsible for preparing, clearing, approving, scrutinising or vetting this offer letter; or for doing any due-diligence for verification of the truth, correctness or completeness of the contents of this offer letter. Each recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the offer letter.

You should carefully read and retain this offer letter. However, you are not to construe the contents of this offer letter as investment, legal, accounting, regulatory or tax advice, and you should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the debentures. The arranger and/or any of its affiliates have not conducted any due diligence review on behalf or for the benefit of the debenture trustee or any of the debenture holders. Each of the debenture holders should conduct such due diligence on the issuer and any other aspects of the issue as it deems appropriate and make its own independent assessment thereof.

The arranger and/or its affiliates are not responsible for updating the information provided herein. The distribution of this offer letter does not constitute a representation or warranty, express or implied by the arranger and/or its affiliates that the information and opinions herein will be updated at any time after the date of this offer letter. The arranger and/or its affiliates are not responsible for notifying any recipient of any information that comes to their attention in relation to the issue or any information coming to their attention after the date of this offer letter. No responsibility or liability or duty of care is or will be accepted by the arranger and/or its affiliates for updating or supplementing this offer letter or for providing access to any additional information as further information becomes available.

The offer letter is not an offer or invitation to participate in the issue or a recommendation by the arranger and/or any of its affiliates that the recipient should participate in the issue. This offer letter is supplied solely to assist the recipient in deciding whether it wants to invest in the debentures and shall not be used for any other purpose. The offer letter is not intended and should not be used to form the basis of any credit, taxation, legal or other evaluation. The recipient should consult its own legal, tax, accounting and any other professional advisers with respect to the issue.

The arranger and its affiliates are acting for the issuer in relation to the issue of the debentures and not on behalf of the recipients of this offer letter. The receipt of this offer letter by any recipient is not to be constituted as the giving of investment advice by the arranger and/or its affiliates to that recipient, or to constitute such a recipient a customer of the arranger and/or its affiliates. The arranger and/or its affiliates are not responsible to any other person for providing the protection afforded to the customers of the arranger and/or its affiliates or for providing advice in relation to the 166

7 DETAILS OF THE OFFER

debentures. The arranger and/or any of its affiliates assume no responsibility or liability (whether for negligence or otherwise) for ensuring, and make no representation, warranty or undertaking (express or implied) as to the accuracy, reliability, adequacy, reasonableness or completeness of the contents of the offer letter.

Each recipient of this offer letter acknowledges that:

a) it was afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and b) It has not relied on the arranger and/or its affiliates that may be associated with the debentures in connection with its investigation of the accuracy of such information or its investment decision.

Disclaimer in respect of Jurisdiction This Issue is made in India to investors as specified under clause “Who Can Apply” of this Private Placement Offer Letter / Disclosure Document, who shall be specifically approached by the Company. This Private Placement Offer Letter / Disclosure Document does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This Private Placement Offer Letter / Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

Company Disclaimer Clause The Company certifies that the disclosures made in this Private Placement Offer Letter / Disclosure Document are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Private Placement Offer Letter / Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Private Placement Offer Letter / Disclosure Document would be doing so at his own risk.

Issue of Debentures in Dematerialized Form The Debentures will be issued in dematerialized form. The Company has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of The Depositories Act, 1996. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor.

The Company will make the Allotment to investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. The Allotted Debentures at the first instance will be credited in dematerialized form on Letter of Allotment ISIN (“LOA ISIN”) within two Working Days of the Deemed Date of Allotment and subsequently LOA ISIN will be converted to a Debenture ISIN. 167

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Transferability of Debentures The Debentures shall be freely transferable subject to applicable law. Further, any dispute in regard to the sale, transfer or assignment of any Debentures or in respect to any principal/interest claim, shall be settled between the transferor(s) and the transferee(s), and the Company shall not be liable in this regard in any manner, whatsoever.

Debentures held in electronic form (dematerialized) form shall be transferred subject to and in accordance with the rules / procedures as prescribed by the NSDL or CDSL / depository participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The consent letter of Axis Trustee is annexed hereto as Annexure V”

The rating rationale(s) adopted / credit rating letter issued by the rating agencies shall be disclosed The NCDs are rated by CRISIL as “CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

The rating letter along with rating rationale as released by Rating Agencies is attached at the end of this document.

A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer

Material Contracts - By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date

Para A:

a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.

b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders. 168

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Para B: Documents

• Memorandum and Articles of Association of the Company, as amended from time to time. • Credit Rating Letters for the current Placements. •Letter from BSE conveying its in-principle approval. • Board Resolution approving the proposed private placement. • Shareholders Resolution providing for the Borrowing Powers of the Company. • Consent letters of the Trustees to the Debenture holders. • Annual Reports of the Company for the last three years. • Auditor’s Report in respect of the Financials of the Company.

Name of the Recognized stock exchange where securities are proposed to be listed

The securities redeemable Non-Convertible debentures are proposed to be listed on the Bombay Stock Exchange (BSE). In-principal approval from the stock exchange has been obtained.

Details of utilization of the issue proceeds

The proceeds of the issue will be utilized for General corporate purpose.

Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.

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8 ANNEXURES III – APPLICATION FORM

Application form Serial No: SSL/NCD/14-15/1 Date: 30th October 2014

Mr. Rajiv Choubey Company Secretary and AVP-Legal Sesa Sterlite Limited, Core 6, 3rd Floor, Scope Complex, Lodi Road, New Delhi – 110 003

ISSUE OPENS ON: 30th October 2014 CLOSING ON: 30th October 2014

Name of Applicant:

Dear Sirs,

Subject: Issue of Secured, Rated, Non-Convertible, Non-Cumulative, Redeemable Debentures of face value of INR 10,00,000 (Rupees Ten Lacs Only) each, for an amount of INR 1200,00,00,000 (Rupees One Thousand Twelve Hundred Crores Only) along with a green shoe option of Rs. 300,00,00,000/- (Rupees Three Hundred Crores Only) total issue size aggregating to Rs. 1500,00,00,000 (Rupees One Thousand Five Hundred Crores) (referred to as “Debentures” or “NCDs”), for cash at par to the face value.

Having read and understood the contents of the Information Document / Private Placement Offer Letter 29th October 2014 we apply for allotment of the Debentures to us. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Information Document / Disclosure Document. (Please read carefully the instructions on the next page before filling this form)

Details Series 1 2 No. of debentures applied (in figures) No. of debentures applied (in words) Amount (Rs. in figures) Amount (Rs. in 176

8 ANNEXURES III – APPLICATION FORM

words) Cheque/Demand Draft/RTGS Details Date Drawn on Bank Applicant’s Name & Address in full (please use capital letters)

Pin Code: Telephone: Fax: Email: Contact Person Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify Name of Authorised Signatory Designation Signature

Details of Bank Account Bank Name & Branch Nature of Account Account No.: IFSC/NEFT Code MICR No

Depository Details

DP Name DP ID Client ID (*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted. Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at ( ) Yes ( ) Source No

We understand and confirm that the information is provided by the issuer in the said Information Memorandum. We confirm that we have for the purpose of investing in these debentures carried out our own due diligence and made our own decisions with respect to investment in these debentures.

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We understand that : i) in case of allotment of debentures to us, our beneficiary account as mentioned above would get credited to the extent of allotted Debentures, the applicant must ensure that the sequence of names as mentioned in the application form matches the sequence of names held with our depository participant, (iii) if the names of the applicant in this application are not identical and also not in the same order as the beneficiary Account details with the above mentioned depository participant or if the debentures cannot be credited to our beneficiary account for any reason, whatsoever the Company shall be at its sole discretion to reject the application or issue of Debentures in physical form.

We understand the we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale values of the Debentures and shall not look directly or indirectly to any person to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee ( “Transferee”), we shall convey all terms and conditions contained herein and in the offer letter to such Transferee. In the event of any Transferee (including any intermediate or final holder of Debentures) suing the Issuer ( or any person acting on his behalf ) we shall indemnify the Issuer and also hold the Issuer and each of such affected persons(s) harmless in respect of any claim by any Transferee.

Applicant Signature

______(Tear here)______

ACKNOWLEDGEMENT SLIP Application form serial No: ______Date: ______

Name of the Applicant Address of the Applicant

Details No of debentures applied (in figures) No. of debentures applied (in words) Amount (Rs. In figures) Amount (Rs. in words) Cheque/Demand Draft/RTGS Details Date 178

8 ANNEXURES III – APPLICATION FORM

Drawn on Bank For all further correspondence please contact: The Compliance Officer, Sesa Sterlite Limited

INSTRUCTIONS 1. You must complete application in full in BLOCK LETTERS IN ENGLISH.

2. Your Signatures should be in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft, must be lodged at the registered office of the Company.

4. In case of payments through RTGS, the payments may be made as follows: Beneficiary : SESA STERLITE LIMITED Bank Details : ICICI Bank Limited Bank Branch : CMD Mumbai Account No. : 000405106148 IFSC Code : ICIC0000004 Cust ID : 538754646

5. The Cheque(s)/Demand Draft(s) should be drawn in favour of "Sesa Sterlite Limited" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Panjim, Goa.

6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted.

7. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the application form.

8. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk.

9. SSL in the “Acknowledgement Slip” appearing above the Application Form will acknowledge receipt of applications. No separate receipt will be issued.

10. You should mention your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

11. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document. 179

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October 22, 2014

Mumbai

Sesa Sterlite Limited

'CRISIL AA+/Stable' assigned to NCD issue

Rs.347.60 Billion (Reduced from Rs.357.60 Total Bank Loan Facilities Rated Billion)

Long Term Rating CRISIL AA+/Stable (Reaffirmed)

Short Term Rating CRISIL A1+ (Reaffirmed)

(Refer to Annexure 1 for Facility-wise details)

Rs.15 Billion Non Convertible Debentures CRINon-Convertible(Assigned)

Rs.1.0 Billion Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed)

Rs.111 Billion Non-Convertible Debentures CRISIL AA+/Stable (Reaffirmed)

Rs.138.5 Billion Short-Term Debt (Including CRISIL A1+ (Reaffirmed) Commercial Paper Programmed)

CRISIL has assigned its 'CRISIL AA+/Stable' rating to the Rs.15.0 billion non-convertible debentures (NCDs) of Sesa Sterlite Ltd (Sesa Sterlite; part of the Vedanta group). CRISIL has also reaffirmed its ratings on the company's existing NCDs, short-term debt, and bank facilities at 'CRISIL AA+/Stable/CRISIL A1+'. The ratings continue to reflect Sesa Sterlite's diversified business risk profile; its cost leadership in zinc, and the oil and gas segments; and its healthy financial risk profile. These rating strengths are partially offset by the company's susceptibility to volatility in commodity prices, to regulatory risks in the iron ore business, and to project execution risks associated with sizeable capital expenditure (capex) programmes in its aluminum and power projects.

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For arriving at the ratings, CRISIL has combined the business and financial risk profiles of Sesa Sterlite, Cairn India Ltd (Cairn India), Hindustan Zinc Ltd (HZL; rated 'CRISIL AAA/Stable/CRISIL A1+'), zinc business in Namibia, South Africa, and Ireland (termed as Zinc International), Bharat Aluminum Company Ltd (Balco; 'CRISIL AA-/Stable/CRISIL A1+'), and Copper Mines of Tasmania Pty Ltd (CMT). This is because these entities are Sesa Sterlite's subsidiaries, operate under a common management team, and have operational and financial linkages. As part of the analytical approach for Sesa Sterlite, CRISIL has also included Vedanta Resources Plc's (Vedanta Resources'; rated 'BB/Stable' by Standard & Poor's) debt (of around USD4.8 billion as on September 30, 2014) in the capital structure analysis of Sesa Sterlite, as a significant portion of this debt could be serviced from the cash flows of Sesa Sterlite. CRISIL believes that Sesa Sterlite's management has a strong intent and the ability to purchase the Government of India's (GoI's) minority stakes in HZL and Balco.

Sesa Sterlite has a diversified business risk profile spanning iron ore, copper, zinc, lead, aluminum, power, and oil and gas businesses. In each of these businesses it is among the largest producers commanding a strong market position. The company has an 89 per cent share in the domestic zinc market, 48 per cent in aluminum, 29 per cent in copper, and around 30 per cent in crude oil. A diversified business risk profile partially insulates Sesa Sterlite from cyclicality and regulatory risks inherent in its businesses. This is evident in its ability to sustain its earnings before interest, tax, depreciation, and amortisation (EBITDA) despite the iron ore mining ban, weak aluminum prices, and regulatory hurdles in its aluminum business. CRISIL believes that Sesa Sterlite will continue to benefit over the medium term from its diverse businesses, lending stability to its revenue and profitability.

Sesa Sterlite's financial risk profile is also expected to remain healthy over the medium term, driven by healthy cash flows and strong liquidity. The company, on a consolidated basis, reported an EBIDTA of Rs.257 billion for 2013-14 (refers to financial year, April 1 to March 31); it had total debt of Rs.806 billion and cash surplus of Rs.508 billion as on March 31, 2014. This resulted in a net debt to EBIDTA ratio of around 1.2 times as on March 31, 2014. The group had cash and marketable securities of Rs.508 billion (with around Rs.239 billion in HZL and Rs.230 billion in Cairn India) as on this date. A part of the cash and cash equivalents will be used to fund the group's capex programmes for its aluminium and power assets in Jharsuguda (Odisha), and to acquire GoI's residual ownership in Balco and HZL. Sesa Sterlite has large capex plans (USD17.0 billion) for its refining, smelting, and power generating capacities; most of this (USD10.5 billion) has already been spent. CRISIL believes that, despite the debt-funded capex, the company will be able to maintain net debt to EBIDTA ratio and gearing at below 2 times and 1 time, respectively, over the medium term. Its ability to maintain a healthy financial risk profile is driven by its healthy cash flows and strong liquidity.

Cairn India and HZL hold most of Sesa Sterlite's consolidated cash and derive most of its EBIDTA. These subsidiaries have significant minority shareholders, which limits Sesa Sterlite's ability to access liquid funds. CRISIL believes that the impact of limited access to liquidity will be partly mitigated by the Vedanta group's dividend payout policy of a minimum of 20 per cent from the subsidiaries. CRISIL has also factored in the financial flexibility that Sesa Sterlite derives from the high market value of its investments in the subsidiaries. The combined market value of the company's investments in HZL and

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Cairn India was around Rs.750 billion as on September 30, 2014.

However, the metal industry witnesses cyclical trends, in line with the world economic outlook. The operating margins in the aluminium and zinc segments are exposed to international metal prices. Over the past two years, aluminium prices declined by around 25 per cent to USD1990 per tonne in September 2014, after reaching a peak of USD2663 per tonne in April 2011. During the period, zinc prices declined by nearly 3 per cent to USD2371 per tonne, from a peak of USD2371 per tonne. In the copper business, the group's profitability ‘as a custom smelter ‘is determined by treatment and refining charges (TCRC; the discount provided by miners to smelters for processing concentrate into metal), which are also volatile. CRISIL believes that Sesa Sterlite will continue to be exposed to the vagaries of the metal industry.

Sesa Sterlite also has large capex plans for its refining, smelting, and power generating capacities; most of the capex has already been incurred. Given the large scale of its current projects, the company will be exposed to project execution risks due to delays in statutory approvals or cost and time overruns. Furthermore, mining operations are influenced by socio-political factors, as they require government and environmental clearances. The regulatory risks that Sesa Sterlite faces are evident from the suspension of all iron ore mining operations in Goa with effect from September 11, 2012. Although the ban was lifted by the Supreme Court in April 2014, the mining operations are expected to start in fourth quarter of 2014-15, post receipt of necessary approvals. Therefore, Sesa Sterlite continues to be exposed to risks related to uncertainties in government policies and to environmental issues.

Outlook: Stable

CRISIL believes Sesa Sterlite will continue to generate robust cash accruals from its zinc, copper, and energy operations (oil and gas, and power businesses) over the medium term. Furthermore, the company will be able to access liquidity in HZL and Cairn India over the medium term. The outlook may be revised to 'Positive' if Sesa Sterlite improves its aluminium cost profile substantially, or completes its projects sooner than expected. Conversely, the outlook may be revised to 'Negative' if the iron ore mining ban continues longer than expected, or the company undertakes fresh large debt- funded capex or acquisition programmes, or if it is adversely impacted by a steep decline in metal prices.

About the Group

The Vedanta group is majority-owned by Vedanta Resources, a metal, mining, power, and oil-and-gas company, listed on the London Stock Exchange. Vedanta Resources has business interests in aluminium, iron ore, zinc, lead, oil and gas, power, and copper in Australia, India, Ireland, Zambia, Namibia, and South Africa.

Vedanta Resources held 62.5 per cent stake in Sesa Sterlite as on September 30, 2014. The Vedanta group's copper, iron ore, and power divisions (2400-megawatt [MW] and 1215-MW captive power 183

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

plants for the aluminium business), and its aluminium assets in Jharsuguda (Odisha) are with Sesa Sterlite. The group also carries out its aluminium operations through Balco. Part of the power business (1980 MW) is also conducted through its wholly owned subsidiary, Talwandi Sabo Power Ltd (rated 'CRISIL AA+(SO)/Stable/CRISIL A1+(SO)'). The group operates its oil and gas business through Cairn India, and the zinc business in India through HZL.

The Vedanta group also has copper mines in Australia held by CMT; copper business comprises mining and smelting operations in Zambia and zinc assets in South Africa, Namibia, and Ireland.

Annexure 1 - Details of various bank facilities

Current facilities Previous facilities

Amount Amount Facility Rating Facility Rating (Rs.Billion) (Rs.Billion)

Bank Guarantee 0.54 CRISIL A1+ Bank Guarantee 0.54 CRISIL A1+

Bill Discounting 2.5 CRISIL A1+ Bill Discounting 2.5 CRISIL A1+

CRISIL CRISIL Bill Discounting$ 10.21 Bill Discounting$ 10.21 AA+/Stable AA+/Stable

CRISIL CRISIL Cash Credit*** 3.85 Cash Credit*** 3.85 AA+/Stable AA+/Stable

Foreign Bill Foreign Bill 2.56 CRISIL A1+ 2.56 CRISIL A1+ Discounting Discounting

Letter of Credit# 109.03 CRISIL A1+ Letter of Credit# 109.03 CRISIL A1+

CRISIL CRISIL Letter of Credit@ 15.0 Letter of Credit@ 15.0 AA+/Stable AA+/Stable

Letter of credit & Letter of credit & 13.25 CRISIL A1+ 13.25 CRISIL A1+ Bank Guarantee^ Bank Guarantee^

Letter of credit & CRISIL Letter of credit & CRISIL 7.0 7.0 Bank Guarantee AA+/Stable Bank Guarantee AA+/Stable

CRISIL CRISIL Long Term Loan 2.55 Long Term Loan 2.55 AA+/Stable AA+/Stable

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Proposed Bill Proposed Bill 2.50 CRISIL A1+ 2.50 CRISIL A1+ Discounting Facility Discounting Facility

Proposed Bill CRISIL Proposed Bill CRISIL 1.31 1.31 Discounting Facility% AA+/Stable Discounting Facility% AA+/Stable

Proposed Cash Credit CRISIL Proposed Cash Credit CRISIL 2.0 2.0 Limit AA+/Stable Limit AA+/Stable

Proposed Letter of Proposed Letter of Credit & Bank 3.25 CRISIL A1+ Credit & Bank 3.25 CRISIL A1+ Guarantee Guarantee

Proposed Long Term CRISIL Proposed Long Term CRISIL 26.8 26.8 Bank Loan Facility AA+/Stable Bank Loan Facility AA+/Stable

Short Term Bank Short Term Bank 10.0 Withdrawal 10.0 CRISIL A1+ Facility Facility

CRISIL CRISIL Term Loan 145.25 Term Loan 145.25 AA+/Stable AA+/Stable

Total 357.60 -- Total 357.60 --

*** Interchangeable with packing credit in foreign currency (PCFC) to the extent of Rs.0.12 billion and with buyer's credit, letter of undertaking, and bank guarantee to the extent of Rs.0.60 billion ^Interchangeable with letter of undertaking to the extent of Rs.1.5 billion @ Facility contracted for capital expenditure to the extent of Rs.1 billion; interchangeable with usance letter of credit and buyer's credit to the extent of Rs.4 billion, with sub-limits of Rs.2 billion of performance bank guarantee, Rs.0.5 billion for financial bank guarantee, Rs.2.5 billion for revolving short-term loan, Rs.2.5 billion for working capital demand loan/ cash credit, Rs.2.5 billion for sale/ purchase bill/ invoice discounting, and interchangeable with letter of undertaking to the extent of Rs.10 billion. # Interchangeable with buyer's credit and usance letter of credit to the extent of Rs.1.0 billion; interchangeable with buyer's credit, letter of undertaking and bank guarantee to the extent of Rs.1.15 billion; and interchangeable with bank guarantee, and letter of undertaking for buyer's credit to the extent of Rs.103 billion & Interchangeable with bank guarantee, and letter of undertaking for buyer's credit to the extent of Rs.102.6 billion $ Fully interchangeable with cash credit, PCFC, letter of credit, bank guarantee, and letter of undertaking for buyer's credit % Fully interchangeable with cash credit, PCFC, letter of credit, bank guarantee, and letter of

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undertaking for buyer's credit

Media Contacts Analytical Contacts Customer Service Helpdesk

Tanuja Abhinandan Pawan Agrawal Timings: 10.00 am TO 7.00 pm Communications and Brand Senior Director - CRISIL Toll free Number:1800 267 1301 Management Ratings Email: [email protected] CRISIL Limited Phone:+91 22 3342 3301 Phone: +91 22 3342 1818 Email: Email:[email protected] [email protected]

Jyoti Parmar Manish Kumar Gupta Communications and Brand Director - CRISIL Ratings Management Phone:+91 124 672 2000 CRISIL Limited Email: Phone: +91 22 3342 1835 [email protected] E-mail: [email protected]

Note: This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper / magazine / agency. The rating rationale may be used by you in full or in part without changing the meaning or context thereof but with due credit to CRISIL. However, CRISIL alone has the sole right of distribution of its rationales for consideration or otherwise through any media including websites, portals etc.

Crisil complexity levels are assigned to various types of financial instruments. The crisil complexity levels are available on www.crisil.com/complexity-levels.investors are advised to refer to the crisil complexity levels for instruments that they desire to invest in. Investors may also call the Customer Service Helpdesk with queries on specific instruments.

About CRISIL LIMITED CRISIL is a global analytical company providing ratings, research, and risk and policy advisory services. We are India's leading ratings agency. We are also the foremost provider of high-end research to the world's largest banks and leading corporations.

About CRISIL Ratings CRISIL Ratings is India's leading rating agency. We pioneered the concept of credit rating in India in 1987. With a

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8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE tradition of independence, analytical rigour and innovation, we have a leadership position. We have rated over 75,000 entities, by far the largest number in India. We are a full-service rating agency. We rate the entire range of debt instruments: bank loans, certificates of deposit, commercial paper, non-convertible debentures, bank hybrid capital instruments, asset-backed securities, mortgage-backed securities, perpetual bonds, and partial guarantees. CRISIL sets the standards in every aspect of the credit rating business. We have instituted several innovations in India including rating municipal bonds, partially guaranteed instruments and microfinance institutions. We pioneered a globally unique and affordable rating service for Small and Medium Enterprises (SMEs).This has significantly expanded the market for ratings and is improving SMEs' access to affordable finance. We have an active outreach programme with issuers, investors and regulators to maintain a high level of transparency regarding our rating criteria and to disseminate our analytical insights and knowledge.

CRISIL PRIVACY NOTICE CRISIL respects your privacy. We use your contact information, such as your name, address, and email id, to fulfil your request and service your account and to provide you with additional information from CRISIL and other parts of McGraw Hill Financial you may find of interest. For further information, or to let us know your preferences with respect to receiving marketing materials, please visit www.crisil.com/privacy. You can view McGraw Hill Financial's Customer Privacy Policy at http://www.mhfi.com/privacy. Last updated: August, 2014

Disclaimer: A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. CRISIL Ratings rating criteria are available without charge to the public on the CRISIL web site, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact CRISIL RATING DESK at [email protected], or at (+91 22) 3342 3000.

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8 ANNEXURES V – CONSENT LETTER FROM THE DEBENTURE TRUSTEE

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8 ANNEXURES VI – BSE IN-PRINCIPLE FOR LISTING

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8 ANNEXURES VII – BOARD RESOLUTION FOR NCD ISSUANCE

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8 ANNEXURES VII – BOARD RESOLUTION FOR NCD ISSUANCE

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8 ANNEXURE VIII - COPY OF SHAREHOLDERS RESOLUTION

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8 ANNEXURE VIII - COPY OF SHAREHOLDERS RESOLUTION

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