VEDANTA 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).

VEDANTA 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.vedantalimited.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. 2000,00,00,000/- (Rupees Two Thousand Crores Only)

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 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

17 August, 2015 Issue Opens on Issue Closes On 17 August, 2015

Allotment/Deemed Date of Allotment 17 August, 2015

The Issuer reserves its sole and absolute right to modify (prepone/postpone) the above issue schedule without giving any reason or prior notice.

PARTIES TO THE ISSUE

ARRANGER

SBI CAPITAL MARKETS LIMITED

1.1.1.1.1.1 202, Maker Tower ‘E’, Cuffe Parade, Mumbai 400 005 1.1.1.1.1.2 1.1.1.1.1.3 Tel: +91-22-2218 7052 / 2218 9182 1.1.1.1.1.4 1.1.1.1.1.5 Fax: +91-22-2218 8332 / 2218 6367 1.1.1.1.1.6 1.1.1.1.1.7 Web: www.sbicaps.com

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

DISCLAIMER OF THE ISSUER

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. 3

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) 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 4

DISCLAIMER 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 THE ARRANGER

The role of the Lead Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Company. The Lead Arranger has neither scrutinized nor vetted nor reviewed nor has it done any due-diligence for verification of the contents of this Information Memorandum. The Lead Arranger shall use this Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to be issued by the Company on a private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Lead Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, reviewed or vetted by the Lead Arranger; nor should the contents to this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Lead Arranger so as to the correctness or completeness thereof.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States of America or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No action is being taken to permit an offering of the debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. The distribution/taking/sending/dispatching/transmitting of this Information Memorandum and the offering and sale of the Debentures may be restricted by law in certain jurisdictions, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental, corporate and other necessary approvals for the issuance of the Debentures. The Company confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Lead 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 Lead Arranger or their Affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Lead Arranger hereby

DISCLAIMER expressly disclaims any responsibility or liability to the fullest extent for the contents of this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefrom. Neither Lead Arranger and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By accepting this Information Memorandum, the Eligible Investor accepts terms of this Disclaimer Clause of Lead Arranger, which forms an integral part of this Information Memorandum and agrees that the Lead Arranger will not have any such liability.

The Eligible Investors should carefully read this Information Memorandum. This Information Memorandum is for general information purposes only, without regard to specific objectives, suitability, financial situations and needs of any particular person and does not constitute any recommendation and the Eligible Investors are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or Tax advice, and the Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, Tax, financial and related matters concerning an investment in the Debentures. This Information Memorandum should not be construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe to any securities mentioned therein, and neither this document nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

This Information Memorandum is confidential and is made available to potential investors in the Debentures on the understanding that it is confidential. Recipients are not entitled to use any of the information contained in this Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the Debentures. This document and information contained herein or any part of it does not constitute or purport to constitute investment advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by the recipient without the prior written approval from the Lead Arranger and the Company. This Information Memorandum has not been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any Stock Exchange in India. This document may not be all inclusive and may not contain all of the information that the recipient may consider material.

Each person receiving this Information Memorandum acknowledges that: 1. 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 2. Has not relied on the Lead 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.

Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete compliance of applicable disclosure norms in this Information Memorandum. The Lead Arranger: (a) is not acting as trustee or fiduciary for the investors or any other person; and (b) is under no obligation to conduct any "know your customer" or other procedures in relation to any person. The Lead Arranger is not responsible for (a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Issuer or any other person in or in connection with this Information Memorandum; or (b) the legality, validity, effectiveness, adequacy or enforceability of this Information Memorandum or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with this Information Memorandum; or (c) any determination as to

DISCLAIMER whether any information provided or to be provided to any investor is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

The Lead Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. By accepting this Information Memorandum, investor(s) agree(s) that the Lead Arranger will not have any such liability.

Please note that: (a) the Lead Arranger and/or their affiliates may, now and/or in the future, have other investment and commercial banking, trust and other relationships with the Issuer and with other persons ("Other Persons"); (b) as a result of those other relationships, the Lead Arranger and/or their affiliates may get information about Other Persons, the Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Lead Arranger and/or their affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any recipient of this Information Memorandum; (c) the Lead Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under which it, or they, may exercise voting power over securities of various persons. Those securities may, from time to time, include securities of the Issuer; and (d) the Lead Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its functions in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the securities.”

DISCLAIMER OF STOCK EXCHANGE

As required, a copy of this Private Placement Offer Letter shall be submitted to BSE Limited (hereinafter referred to as “BSE”/ “Stock Exchange”) for seeking listing of the NCDs. It is to be distinctly understood that such submission of the Private Placement Offer Letter with BSE or hosting the same on the website of BSE should not in any way be deemed or construed that the Private Placement Offer Letter has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Private Placement Offer Letter; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange or any agency whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

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

DISCLAIMER 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 NO. 1 About the Issuer

a) Issuer general information

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

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

a) Audited annual financial results of the issuer for FY 14-15, FY 13-14 & FY 12-13

b) Unaudited Financial Results of the issuer for the quarter ended 30.06.2015

Key financial parameters for the last 3 years and as on 30th June 2015- Consolidated & c) Standalone d) Changes in accounting policies e) Details of borrowings of the company as on 30th June 2015 f) Gross debt equity ratio of the Company 4 Details Of Share Capital And Share Holding Pattern a) Details of share capital as on 30th June 2015 b) Changes in Capital Structure as on 30th June 2015, for the last 5 years

c) Equity share capital history of the company as on 30th June 2015, for the last 5 years

d) Details of any acquisition or amalgamation in the last 1 year e) Details of any reorganisation or reconstruction in the last 1 year f) Details of the shareholding of the company as on 30th June 2015 g) Details of shares pledged or encumbered by the promoters (if any) h) Details of capital structure of the company 5 Details Regarding Directors, Promoters & Auditors Of The Company

a) Details of current Directors of the Issuer b) The list of current Directors who are appearing in the RBI defaulter list c) Details of change in Directors since last three years 9

TABLE OF CONTENTS

d) Remuneration of Directors (during the current year and last three financial years)

e) Details of promoters of the company: f) Details regarding auditors of the company 6 Disclosures With Regard To Interest Of Directors, Litigations Etc 7 Details Of Debt Securities To Be Issued 8 Annexures I Declaration II Application Form III Rating Letter & Rating Rationale IV Consent Letter from the Debenture Trustee V BSE In-principle for Listing

DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Vedanta Limited Us/VL

Board/ Board of Directors/ Board of Directors of Vedanta 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 20,000 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 20,000 (Twenty Thousand) Secured, Non-Convertible, Non-Cumulative, Redeemable, Debentures of Rs.10,00,000/- each .

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 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 times security cover in relation to outstanding face value of NCDs on the fixed assets of the Issuer Company

TDS Tax Deducted at Source

The Issue/ The Offer/ Private Placement of 20,000 Secured, Non-Convertible, Non- Private Placement Cumulative, Redeemable, Debentures of Rs.10,00,000/- each

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 and further w.e.f May 21,2015 name has been changed to Vedanta Limited.

Name Vedanta 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.vedantalimited.com Mr. Rajiv Choubey Company Secretary and VP-Legal Vedanta Limited, DLF Atria, Phase-2, Jacaranda Company Secretary and Compliance Officer Marg, DLF City, Gurgaon-122002, Haryana Phone No: 0124 6773800 Email Id: [email protected] Mr. Dindayal Jalan Vedanta Limited, DLF Atria, Phase-2, Jacaranda Chief Financial Officer Marg, DLF City, Gurgaon-122002, Haryana Phone No: 0124 6773800 Email Id: [email protected]

SBI CAPITAL MARKETS LIMITED

1.1.1.1.1.8 202, Maker Tower ‘E’, Cuffe Parade, 1.1.1.1.1.9 Mumbai 400 005

Arranger for the NCD 1.1.1.1.1.10 Tel: +91-22-2218 7052 / 2217 8300 1.1.1.1.1.11 1.1.1.1.1.12 Fax: +91-22-2218 8332 / 2218 6367 1.1.1.1.1.13 1.1.1.1.1.14 Web: www.sbicaps.com Email: [email protected]

Axis Trustee Services Limited 2nd Floor, Axis House, Bombay Dyeing Mills Debenture Trustee Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025

1 ABOUT THE ISSUER

Tel No.: (022) 2425 5215 Fax No.: (022) 2425 5216

Web: www.axistrustee.com Email: [email protected] Karvy Computershare Pvt Ltd Plot No. 17 to 24, Vithalrao Nagar, Madhapur Hyderabad – 500081 Tel No. +91 – 40 – 23420815 to 28 Registrar and Transfer Agents 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, LLP Chartered Accountant Indiabulls Finance Centre Tower 3, 27th – 32nd Floor Statutory Auditors Senapati Bapat Marg Elphinstone Road (West) Mumbai – 400 013

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

Vedanta Limited (“VL” 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. Vedanta is listed on both The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with market capitalization of USD 6.0 billion at July 30, 2015 and has ADRs listed on The New York Stock Exchange (NYSE).

Vedanta Resources Plc. (“Vedanta”) the ultimate parent company of VL is a London listed entity (market cap of US$ 1.6 billion as at July 30, 2015)

Geographically, VL’s business operations are principally located in India, one of the fastest growing large economies in the world with a 7.3% GDP growth in FY15. In addition, VL 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. VL was formed in 2013 through the merger of key subsidiaries of Vedanta Group which included Sesa Goa, Sterlite Industries, Sterlite Energy, MALCO & Vedanta Aluminum.

1 ABOUT THE ISSUER

VL’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. VL 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.

Further, the geographical location of VL 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. Further, we.f. May 21,2015 name has been changed to Vedanta Limited.

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. 15

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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.

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 16

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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 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:VLT). 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.

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 17

1 ABOUT THE ISSUER

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, Vedanta 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 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.

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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.

Merger of Vedanta Limited and Cairn India

During the Q1 FY 2015-16, the Company announced the Board approved merger of its subsidiary Cairn India Limited with itself. Minority shareholders of Cairn India will receive one equity share in Vedanta Limited and 1 redeemable preference share in Vedanta Limited with a face value of INR 10 for each equity share held. No shares will be issued to Vedanta Limited or any of its subsidiaries for their shareholding in Cairn India. Following completion of the transaction, Cairn India minority shareholders will own 20.2% and Vedanta Limited minority shareholders will own a 29.7% stake in the enlarged entity. The Transaction is conditional on Vedanta Limited and Cairn India shareholder approvals, as well as Indian High Court, stock exchange and customary approvals.

1 ABOUT THE ISSUER d) PRESENT VEDANTA GROUP STRUCTURE

Note: Shareholding based on basic shares outstanding as on 30 June 2015.

e) BRIEF OVERVIEW OF THE VARIOUS BUSINESS ACTIVITIES Oil & Gas Vedanta 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 resumption of exploration in 2013, over 80% have shown hydrocarbons and the Company has established six discoveries

Where We Operate

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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 Vedanta 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. Vedanta 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. 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.

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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 Vedanta’s iron ore mining operations is located in Karnataka. With Supreme Court Order in April 2013, Karnataka mines have resumed their operations at a capacity of 2.29 WMt in December 2013. Karnataka mining lease and forest clearance have been renewed for 20 Years in the FY 2014-15 and we have produced 0.63 DMt Iron Ore and sold of 1.19 DMt (including Opening stock of FY 2013- 14) . 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. WCL comprises of three concession areas where exploration activities have been undertaken and approx. 1,20,000 meters of drilling has been done and a certificate resource of 3.8 billion tons has been found out. Completing feasibility study for the entire WCL project remains a key strategic focus. We continue to work closely with government of Liberia for working out feasible transportation solution for the project. In the coming years we intend to carry out further exploration to establish feasibility and carry out initial studies for the logistic solution. The operational infrastructure at these mines will be developed in phases.

Where We Operate Our iron ore mining operations are carried out in the Indian States of Goa and Karnataka. We have iron ore assets in Liberia as well, 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

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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 company to start operations after obtaining the necessary approvals 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 35% domestic market share. 362kt copper cathodes have been produced at our Indian facilities in 2015, which include a custom smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant and copper rod plant. In addition, we have 2*80 MW thermal 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 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. Since then company is focused on exploration and feasibility studies. Recently company has completed feasibility of its D panel prospects and added 20Mt JORC resource. Company has engaged all major stakeholders for support and expecting to restart operations H2 FY 15/16. 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 a 2*80MW thermal 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 Aluminium Vedanta 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

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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). 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 have the 1,200 MW thermal coal-based captive power plant in the State of Chhattisgarh out of which one unit of 300MW achieved reliability run in July’15; Talwandi Sabo’s 1,980 MW thermal coal based captive power plant, comprising three units of 660 MW each, in the state of Punjab. First unit of 660 MW has been commissioned in the month of July 2014 and other 2 units of similar capacity are expected to start commercial production in FY 2015-16.

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 )

1 ABOUT THE ISSUER f) OTHER GROUP COMPANIES Cairn India Limited Registered Address: 101, First Floor, C Wing, Business Square, Andheri Kurla Road, Andheri (E), Mumbai – 400 059 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 Vedanta 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. First unit of 300MW achieved reliability run in July’15.

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 further extended upto September 30,2015. 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 Vedanta 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 Vedanta Limited) under case 2 bidding in 2008 invited by the erstwhile Punjab State Electricity Board (PSEB), now Punjab State Power Corporation Ltd. (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 2015 -16 The Issuer as of date owns 100% of the issued, subscribed and paid capital of TSPL.

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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 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

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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

Vedanta’s Board is chaired by Mr. Navin Agarwal. The other members of the Board Thomas Albanese, Naresh Chandra, Dindayal Jalan, Lalita D Gupte, Anuradha Dutt, Ravi Kant and Tarun Jain.

Executive Directors Anil Agarwal – Chairman Emeritus - Vedanta 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 Vedanta and Deputy Executive Chairman Vedanta Resources Navin Agarwal was appointed as our Executive Chairman with effect from April 1, 2014. Prior to this he was the Executive Vice Chairman of Sterlite Industries (India) Limited. Mr. Agarwal plays a key role in developing strategic thinking and the governance framework of the Group, and provides leadership for long-term planning, business development and capital planning. He has been part of the Group for the last 33 years since its inception, and has been instrumental in executing the strategy of the group on a global scale. Mr. Agarwal is also the Non-Executive Chairman of Cairn India, the Deputy Executive Chairman of Vedanta and a Non-Executive Director of HZL, Sterlite Iron & Steel Company Limited, Hare Krishna Packaging Private Limited and VRHL. He has over 29 years of experience in general management and commercial matters. Mr. Agarwal has completed the Owner/President Management Program at Harvard University and is a Bachelor of Commerce from Sydenham College, Mumbai, India.

Thomas Albanese–Chief Executive Officer Vedanta and Vedanta Resources Thomas Albanese is the CEO of Vedanta Resources plc and Vedanta Limited, Effective 1 April 2014. He is also the Chief Executive Officer of Vedanta Resources Plc and Non-Executive Chairman of Konkola Copper Mines. Prior to this, he was the Chief Executive Officer of Rio Tinto from May 2007 to January 2013. Mr. Albanese was previously appointed as the Chief Executive of the Industrial Minerals group in 2000 after which he was appointed as Director of Group Resources in July 2006. Mr. Albanese is also a member of the Board of Directors of Franco Nevada Corporation since August 2013, a Toronto based gold focused royalty and metal streaming company with assets around the world. In 2009, he joined the board of visitors for the Fuqua School of Business at Duke University in North Carolina. Tom holds a Bachelors degree in Mineral Economics and a Masters degree in Mining Engineering from the University of Alaska.

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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 Gujarat, and Chief Secretary to the Government of Rajasthan. A reputed administrator and diplomat, Mr. Chandra serves as a director on the boards of several companies including Balrampur Chini Mills Limited, EROS International Media Limited, Electrosteel Castings Limited, Bajaj Auto Limited, Bajaj Finserv Limited, Bajaj Holdings and Investment Limited, Cairn India, Gammon Infrastructure Project Limited, and EROS International Plc.

Lalita D 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 35 years 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 several companies including Alstom SA in France, Godrej Properties, Bharat Forge Limited, ICICI Venture Funds Management Company Limited, Kirloskar Brothers and India Infradebt Limited. Lalita D Gupte holds a Bachelor’s Degree in Economics and a Master’s degree in Business Management. She did her advanced management programme from INSEAD.

Anuradha Dutt - Independent Non-Executive Director Ms. Anuradha Dutt joined our Board with effect from April 27, 2015. She is one of the founding partners of the law firm, M/s Dutt Menon Dunmorrsett and has made over 30 years of experience in corporate, commercial and tax litigation matters of national and international prominence. Beyond the field of law, Ms Dutt has played a vital role in bringing Women’s cricket to national and international prominence and continues to contribute to Women’s cricket as a Convener of Women’s Cricket, Delhi and District Cricket Association. Ms. Dutt has completed her Masters of Law from Columbia University, New York, USA, Bachelors of Law from Delhi University, India and Bachelor of Arts (Honors) in History from St. Stephens' College, Delhi University. She serves on the Board of Lexnovum Consultaire Private Limited, Morrisett Litigators Private Limited, D&M Corporate Consultants Private Limited, Advent Corporate Services Private Limited and Barkha Dutt Media Private Limited.

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. He was earlier the Managing Director and Vice Chairman of Tata Motors Limited. He joined Tata Motors in 1999 and has been associated with Jaguar & Land Rover, Tata Daewoo Commercial Vehicles, Korea and Tata Motors, Thailand. Prior to joining Tata Motors Limited,

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Mr. Ravi Kant was the Director of Phillips India Limited looking after the consumer electronics division. He is the Chairman of the Indian Institute of Management, Rohtak and is on the governing board of The National Institute of Design, Ahmedabad. He is a member of the International Business Leadership Forum, London. He serves on the Board of Antar India Private Limited and KONE Corporation. Mr. Kant studied at Mayo College, Ajmer, the Indian Institute of Technology, Kharagpur and Aston University, Birmingham, United Kingdom, from where he completed his Masters in Management in Industry. He was conferred with an Honorary D.Sc. by Aston University in Birmingham in July 2008. He is an Honorary Industrial Professor at the University of Warwick, United Kingdom.

Tarun Jain – Whole Time Director, Vedanta Tarun Jain was appointed to our Board as a Whole Time Director with effect from April 1, 2014. He was the Director of finance of SIIL. Mr. Jain joined the Group in 1984 and has over 30 years of experience in the corporate finance, audit and accounting, tax and secretarial practice. He is responsible for our strategic financial matters, including corporate finance, corporate strategy, business development and mergers and acquisitions. Mr. Jain is a graduate of the Institute of Cost and Works Accountants of India and a Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. Mr. Jain is also a director of Sterlite USA, BALCO, Cairn India, Vedanta Medical Research Foundation and Rajtaru Charity Foundation.

Dindayal Jalan (D.D.Jalan) – Whole Time Director & Chief Financial Officer, Vedanta and Chief Financial Officer - Vedanta Resources Mr. D.D. Jalan, is presently Whole Time Director and CFO of Vedanta. 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 36 years of experience in leadership position of companies in engineering, mining and non-ferrous sector. He serves as a Director several subsidiaries of Vedanta Resources Plc and Vedanta 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)

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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.

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

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.

R Kishore Kumar - Chief Executive Officer- Iron Ore Rajagopal Kishore Kumar was appointed as the Chief Executive Officer of our iron ore business with effect from February 2, 2015. Prior to this, he was appointed as the Chief Executive Officer (Base Metals) Africa with Konkola Copper Mines Plc, Zinc International business and CMT since August 2013. He was earlier appointed as the Chief Executive Officer of our Zinc International Division with effect from February 2011. Prior to this, Mr. Kumar headed our copper business at Konkola Copper Mines Plc

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since 2008 and Sterlite Copper India Limited since 2006. He has more than 30 years of experience in accounting, marketing, supply chain management, merger and acquisitions and business turnaround. Mr. Kumar joined our Company in April 2003 as Vice President of marketing for HZL and became senior Vice President of marketing for our copper division from June 2004 to December 2006, where he was responsible for copper marketing and concentrate procurement. Prior to joining our Company, Mr. Kumar was employed by Hindustan Unilever Limited for 12 years. Mr. Kumar has a Bachelor of Commerce from Kolkata University and is a member of the Institute of Chartered Accountants of India.

Abhijit Pati, CEO – Aluminium Abhijit Pati was appointed as Chief Executive Officer of our aluminium business in March 2015. Prior to this role, he was the President and Chief Operating Officer of our aluminium and power business at Orissa since April 2012. He has over 27 years of experience in aluminium industry. Prior to joining us, he was the Vice President with Hindalco Industries Limited. He started his career as a budding engineer with Indian Aluminium Company in the year 1989. He was awarded with the ‘Exceptional Contributor Award’ from the Aditya Birla Group Chairman, Mr. Kumar Mangalam Birla for significant contribution to turn around Hirakud Aluminium Smelter in the year 2006 and won the prestigious British Sword of Honor for the Hirakud Smelter in the year 1999. He is a member of the National Energy Commission, GoI. He is a two times gold medalist from The Calcutta University and International Management Institute, New Delhi, Mr. Pati is a first class honors Bachelor in Chemical Engineering from The Calcutta University and Masters in Business Administration from International Management Institute, New Delhi.

Mukesh Bhavnani, Group Legal Counsel Mukesh Bhavnani was appointed as Group Legal Counsel and Head of Compliance in April 2015. Prior to joining the Group, he was Group General Counsel and Company Secretary at Bharti Enterprises. He has over 37 years of senior management experience in legal, compliance, company secretarial and corporate affairs within organizations including Essar Group and Sony Entertainment where he was Executive Vice President Legal and Head Regulatory affairs, Max New York Life, Coca Cola India and Godrej. He has experience in advising, implementing and monitoring strategic decisions on legal matters in India, North America, Asia, Africa and the Middle East including experience in overseeing business and governance matters. Mr. Bhavnani is commerce and law graduate from the University of Bombay and a member of the Institute of Company Secretaries of India.

DETAILS OF THE COMMITTEES OF THE BOARD

Audit Committee Lalita D Gupte Chairman Ravi Kant Member Naresh Chandra Member

Nomination & Remuneration Committee Naresh Chandra Chairman

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Ravi Kant Member Tarun Jain Member Lalita D Gupte Member

C orporate Social Responsibility Committee Naresh Chandra Chairman Ravi Kant Member Anuradha Dutt Member Thomas Albanese Member Tarun Jain Member

Stakeholders Relationship Committee Anuradha Dutt Chairman Lalita D Gupte Member D. D. Jalan Member

Risk Management Committee Thomas Albanese Member Tarun Jain Member D. D. Jalan Member Dilip Golani Member

The Committee shall induct on rotation basis One Business / Subsidiary CEO as its member, nominate one of the senior executive of the Company / Group to be the risk officer and the Company Secretary is the Secretary of the Risk Management Committee.

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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 2000 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 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 34

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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 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 35

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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. 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. 36

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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. 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 37

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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. 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 38

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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 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 39

2 MANAGEMENT PERCEPTION OF RISK FACTOR

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, who are related to Mr. Anil Agarwal. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our

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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.

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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 . Identify, control and monitor key risks . Identify risk accumulations 43

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. 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

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 44

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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 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.

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY a) AUDITED ANNUAL FINANCIAL RESULTS OF THE ISSUER Consolidated Balance Sheet for Vedanta Limited (As on March 31, 2015)

Rs. in Crores As at As at Particulars March 31, March 31, 2014 2015

EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share capital 296.50 296.50

(b) Reserves and surplus 53,578.77 72,712.16

53,875.27 73,008.66

Minority interest 35,529.74 33,797.45

Non-current liabilities

(a) Long-term borrowings 52,025.20 54,965.77

(b) Deferred tax liabilities (net) 3,330.91 2,760.39

(d) Long-term provisions 2,341.64 4,202.84

58,921.89 63,328.48

Current liabilities

(a) Short-term borrowings 19,940.71 17,394.53

(b) Trade payables 5,278.16 4,167.28

(d) Short-term provisions 1,453.48 1,224.47

41,955.52 44,010.42

TOTAL 1,90,282.42 2,14,145.01

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

ASSETS

Non-current assets (a) Fixed assets

(i) Tangible assets 51,968.98 47,656.00

(ii) Intangible assets 349.16 311.11

(iii) Capital work-in-progress 38,747.95 43,127.69

91,066.09 91,094.80

(b) Goodwill on consolidation 17,789.69 39,238.32

(d) Deferred tax assets (net) 1.24 25.21

(e) Long-term loans and advances 16,453.08 13,985.35

(f) Other non-current assets 2,101.02 6,160.36

1,27,624.56 1,50,712.67

CurrentAssets

(a) Current investments 39,392.60 37,700.95

(b) Inventories 8,725.02 9,033.79

(d) Cash and cash equivalents 5,696.28 7,685.50

(e) Short-term loans and advances 4,383.07 3,229.26

(f) Other current assets 855.76 1,163.20

62,657.86 63,432.34

TOTAL 1,90,282.42 2,14,145.01

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Consolidated Profit and Loss for Vedanta Limited (For the year ended March 31, 2015) Rs. in Crores Particulars Year ended Year ended March 31, March 31, 2015 2014

Gross revenue from operations 77,299.95 69,419.59

Less: Excise duty (3,590.45) (3,267.18)

Net revenue from operations 73,709.50 66,152.41

Other income 2,977.20 2,073.47

Total Revenue 76,686.70 68,225.88

Expenses:

Cost of materials consumed 23,975.94 23,134.53

Purchases of stock-in-trade 637.82 736.17 Changes in inventories of finished goods, work-in-progress and

stock-in-trade 55.45 (772.02)

Power and fuel 8,159.18 7,315.88

Employee benefits expense 2,915.12 2,763.99

Finance costs 5,658.78 5,094.41

Depreciation, depletion and amortisation expense 7,159.16 6,882.32

Other expenses 15,921.44 13,410.97

Total expenses 64,482.89 58,566.25

Profit before exceptional items and tax 12,203.81 9,659.63

Exceptional items 22,128.93 167.10

(Loss) / Profit before tax (9,925.12) 9,492.53

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

Tax expense/(benefit) :

- Current tax for the year 2,773.61 3,204.51

- Less: MAT credit entitlement (1,982.83) (2,458.95)

- Tax adjustments related to previous years 0.09 (1,519.88)

Net current tax expense/(benefit) 790.87 (774.32)

- Deferred tax for the year 657.49 (72.53)

Net tax expense/(benefit) 1,448.36 (846.85)

(Loss) / Profit after tax for the year before Share in profit of Associates and Minority interest (11,373.48) 10,339.38

Add : Share in profit of Associates 4.09 1,081.93

Less : Share of profit attributable to Minority Interest (4,276.38) (5,122.80)

(Loss) / Profit for the year attributable to the shareholders of the Company (15,645.77) 6,298.51

Earnings per equity share of Re. 1 each (in Rs.):

- Basic (52.77) 21.46

- Diluted (52.77) 21.46

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

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

Rs in Crores 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 51

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF 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 Vedanta 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

Consolidated Cash Flow for Vedanta Limited (For the year ended March 31, 2015)

Rs. in Crores

Year Ended Year Ended March 31, March 31,

2015 2014 A. Cash flow from Operating Activities

(Loss) / Profit before tax (9,925.12) 9,492.53

Share in Profit of Associates 4.09 1,081.93

(9,921.03) 10,574.46 Adjusted for :

- Exceptional items 22,128.93 66.84 - Provision for doubtful trade

receivables/advances 321.90 251.52

-Depreciation, depletion and 7,159.16 6,882.32 amortisation expense

-Exploration costs written off 1,098.04 279.67

- Dividend on investments (0.14) (0.72)

8.45 - Loss on deemed disposal -

- Interest income (1,026.51) (1,314.61) - Finance costs (excluding net loss on

foreign currency 5,485.91 4,692.90 transactions and translation)

- Foreign exchange (gain)/loss - (net) (303.01) 1,309.25

- Net gain on sale of current investments (1,225.25) (722.07) - Excess of carrying cost over fair value 18.98 of current investments 77.46

- Loss /(Profit) on sale of fixed assets (2.01) 32.16

- Unclaimed liabilities written back (20.12) (48.32)

- Deferred government grant transferred - (0.19) - Consolidated Share in Profit of 54

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Associate (4.09) (1,081.93)

33,640.24 10,424.28 Operating profit before working capital changes 23,719.21 20,998.74 Adjusted for:

- Trade receivables 743.14 (3,338.26)

- Loans and advances (1,150.31) 1,366.97

- Other assets (611.25) (212.23)

- Inventories 304.55 230.54

- Trade payables 1,200.26 482.66

- other liabilities and provisions (3,020.85) 446.43

(2,534.46) (1,023.89)

Cash generated from operations 21,184.75 19,974.85

Income taxes paid (net) (3,379.62) (4,374.05) Net cash generated from Operating Activities 17,805.13 15,600.80

B. Cash flow from Investing Activities

Payments for fixed assets including capital advances (10,656.11) (7,283.58)

Proceeds from sale of fixed assets 81.94 51.89

Purchase of current investments (1,02,919.74 (1,15,057.30) )

Investment in Associate Company (0.11) -

Sale of current investment 1,14,571.92 95,213.70 Proceeds/ (Payments) from forward cover- investments 282.58 (115.14)

Loans to related parties (0.08) (498.50)

Loans repaid by related parties 1.38 151.22

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

Payment for buyback of shares at subsidiary [including buyback expenses] (1,121.66) (109.28)

Interest received 1,558.71 1,355.45

Dividend received from Associates - 249.81

Dividend received 0.14 0.72 Bank balances not considered as cash

and cash equivalents

- Placed (9,530.18) (7,011.18)

- Matured 15,708.76 9,567.68

Net cash used in Investing Activities (4,160.01) (11,346.95)

C. Cash flow from Financing Activities

Proceeds from Long-term borrowings 18,809.82 8,052.69

Repayment of Long-term borrowings (17,784.52) (7,384.93)

Proceeds from Short-term borrowings 62,396.00 48,843.59

Repayment of Short-term borrowings (60,007.60) (47,128.52)

Loans from related parties 72.97 -

Repayment of loans to related parties (8,046.28) (544.80)

Interest and finance charges paid (6,289.84) (4,675.24)

Dividend and tax thereon paid (3,106.32) (2,214.42)

Net cash used in Financing Activities (13,955.77) (5,051.62) Effect of exchange rate on cash and cash equivalents 26.92 (53.81) Net decrease in cash and cash equivalents (283.73) (851.58) Cash and cash equivalents at the beginning of the year 1,382.00 26.29

Add: Acquired on acquisition - 763.19 Add: Pursuant to Scheme of

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Amalgamation - 1,444.10 Cash and cash equivalents at the end of

the year (as per Accounting Standard 3: 1,098.27 1,382.00 Cash flow statements) Add: Bank balances not considered as cash and cash equivalents 4,598.01 6,303.50 Closing balance of Cash and cash

equivalents 5,696.28 7,685.50

Consolidated Cash Flow for Vedanta 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 -

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY - 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) - 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 58

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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) 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Standalone Balance Sheet for Vedanta Limited (As on March 31, 2015)

Rs. in Crores As at As at Particulars March 31, March 31, 2015 2014 EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share capital 296.50 296.50

(b) Reserves and surplus 33,761.37 33,382.32

34,057.87 33,678.82 Non-current liabilities

(a) Long-term borrowings 21,770.63 20,534.22

(b) Deferred tax liabilities (net) - -

(d) Long-term provisions 1.81 2.26

21,975.03 20,929.81

Current liabilities

(a) Short-term borrowings 13,113.72 13,234.09

(b) Trade payables 2,878.81 2,455.42

(d) Short-term provisions 979.78 816.27

22,501.50 28,881.05

TOTAL 78,534.40 83,489.68

ASSETS

Non-current assets 60

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

(a) Fixed assets

(i) Tangible assets 21,987.70 22,488.90

(ii) Intangible assets 138.16 95.13

(iii) Capital work-in-progress 17,422.16 17,327.33

39,548.02 39,911.36

(b) Non-current investments 26,088.30 22,419.11

(d) Other non-current assets 70.39 104.40

69,025.93 72,340.39

Current assets

(a) Current investments 376.27 348.08

(b) Inventories 5,442.07 5,678.70

(d) Cash and cash equivalents 464.14 2,110.36

(e) Short-term loans and advances 1,735.78 1,283.44

(f) Other current assets 332.52 425.06

9,508.47 11,149.29

TOTAL 78,534.40 83,489.68

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

Standalone Profit and Loss for Vedanta Limited (For the year ended March 31, 2015)

Rs. in Crores

Year ended Year ended Particulars March 31, March 31, 2014 2015

Gross revenue from operations 34,312.88 30,086.07

Less: Excise duty (1,810.47) (1,549.54)

Net revenue from operations 32,502.41 28,536.53

Other income 2,008.86 1,817.06

Total Revenue 34,511.27 30,353.59

Expenses:

Cost of materials consumed 18,849.69 17,945.59

Purchases of stock-in-trade 998.46 819.25 Changes in inventories of finished goods, work-in-progress and stock-in- trade 263.80 (556.86)

4,433.05 Power and fuel 4,673.67

Employee benefits expense 650.13 559.08

Finance costs 3,655.93 3,564.96

Depreciation and amortisation expense 1,011.67 1,504.79

Other expenses 2,678.64 2,783.88

Total expenses 32,541.37 31,294.36

Profit/(Loss) before exceptional items and tax 1,969.90 (940.77)

Exceptional items 62

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 2.43 130.88

Profit/ (Loss) before tax 1,967.47 (1,071.65)

Tax (benefit)/expense:

- Current tax for the year 45.13 -

- Less: MAT credit entitlement (45.13) (189.12)

- Tax adjustments related to previous years - (1,565.97)

Net current tax (benefit)/expense - (1,755.09)

- Deferred tax for the year 40.27 (392.65)

Net tax (benefit)/expense 40.27 (2,147.74)

Profit for the year 1,927.20 1,076.09

Earnings per equity share of Re 1 each (in Rs): - Basic 6.50 3.67 - Diluted 6.50 3.67

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Standalone Balance Sheet for Vedanta Limited (As on March 31, 2014)

Rs in Crores 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF 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 Vedanta Limited (For the year ended March 31, 2014)

Rs in Crores 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF 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 Vedanta Limited (For the year ended March 31, 2015)

Rs. in Crores

Year Ended Year Ended

March 31, 2015 March 31, 2014

A. Cash flow from Operating Activities Profit / (Loss) before tax 1,967.47 (1,071.65) Adjusted for : - Exceptional items (Impairment of assets/ investment) 2.43 66.84 - Depreciation and amortisation expense 1,011.67 1,504.79 - Dividend income (1,446.35) (1,289.45) - Interest income (246.84) (349.92) - Foreclosure income (200.00) - - Finance costs (excluding net loss on foreign currency transactions and translation) 3,503.45 3,198.54

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY - Foreign exchange loss (net) 103.37 831.77 - Net gain on sale of current investments (45.47) (155.39) - Loss on sale of fixed assets 1.22 6.62 - Provision for doubtful trade receivables/advances 320.40 247.01 - Unclaimed liabilities written back (18.22) (42.01)

2,985.66 4,018.80 Operating profit before working capital changes 4,953.13 2,947.15 Adjusted for: - Trade receivables (167.84) (472.13) - Loans and advances (455.68) 437.23 - Other assets 45.41 (126.62) - Inventories 237.08 794.74 - Trade payables 493.69 (3,569.48) - Other liabilities and provisions (774.71) 2,919.49

(622.05) (16.76) Cash generated from operations 4,331.08 2,930.39 Income taxes paid (net) (90.64) (98.02) Net cash generated from Operating Activities 4,240.44 2,832.37

B. Cash flow from Investing Activities Payment towards share application money in a subsidiary company - (56.21)

Payment towards investment in subsidiary (155.77) (118.49)

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Proceeds from redemption of preference shares in subsidiary 3,000.00 - Foreclosure Income 65.00 - Payment for acquisition of VAL's power business through slump sale (2,893.00) -

Payment for fixed assets including capital advances (1,416.47) (1,258.98) Sale of fixed assets 5.88 16.65 Purchase of current investments (33,154.07) (44,167.90) Sale of current investments 33,171.35 44,650.02 Proceeds from forward cover- investments 282.58 - Loans to related parties (385.99) (3,177.14) Loans repaid by related parties 8.57 267.45 Interest received 330.18 378.21 Dividend on investments - Subsidiaries 1,446.21 1,061.07 - Associate - 228.24 - Others 0.14 0.14 Bank deposits not considered as cash and cash equivalents - Placed (4,008.00) (2,538.33) - Matured 5,580.69 2,173.59 Net cash used in Investing Activities 1,877.30 (2,541.68)

C. Cash flow from Financing Activities Proceeds from Long-term borrowings 13,140.00 7,620.06 Repayment of Long-term borrowings (14,466.65) (4,482.89) Proceeds from Short-term borrowings 48,670.40 46,403.68

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Repayment of Short-term borrowings (48,888.93) (46,087.54) Repayment of short-term borrowings to related parties (15.79) (324.02) Interest and finance charges paid (3,595.34) (2,776.57) Dividend and tax thereon paid (1,037.64) (858.33) Net Cash from Financing Activities (6,193.95) (505.61)

Net decrease in cash and cash equivalents (76.21) (214.92) Cash and cash equivalents at the beginning of the year 289.72 15.55 Add: Pursuant to Scheme of Amalgamation 0.48 489.09

Cash and cash equivalents at the end of the year 213.99 289.72

Add: Bank balances not considered as cash and cash equivalents 250.15 1,820.64 Closing balance of Cash and cash equivalents 464.14 2,110.36

(a) An amount of Rs. 0.48 Crore (Previous year Rs. 489.09 Crore) in the current year relates to cash and cash equivalents balances with the entities on the date of them becoming part of the Company, consequent to Schemes of Amalgamation. The Scheme of Amalgamation did not involve any cash outflow, since the entities that were amalgamated with the Company were wholly owned subsidiaries of the Company.

(b) The Scheme of Amalgamation in the previous year did not involve any cash outflow, since the consideration to the shareholders of the transferor companies were through issue of equity shares.

During the year, short term loans of Rs. 693.66 Crore (Previous year Rs. 2,099.95 Crore) to Talwandi Sabo Power Limited and Rs. 12.95 Crore (Previous year Rs. Nil) of interest income on these loans have been converted into equity investment and the same has been considered as non cash item.

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

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

(Rs in Crores)

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 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 70

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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 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 71

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY (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

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2015 OF THE ISSUER

Unaudited Consolidated results for the quarter ended June 30th 2015

STATEMENT OF UNAUDITED CONSOLIDATED RESULTS FOR THE QUARTER ENDED JUNE 30, 2015

(Rs. in Crore s except as stated)

Quarter ended Year ended

S. 30.06.2015 31.03.2015 30.06.2014 31.03.2015 Particulars No. (Unaudited) (Audited) (Unaudited) (Audited)

Income from 1 operations a) Net sales / income from 16,951.88 17,732.25 17,055.50 73,364.10 operations (net of 72

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY excise duty)

b) Other operating 64.98 72.31 81.16 345.40 income Total income from 17,016.86 17,804.56 17,136.66 73,709.50 operations (net)

2 Expenses

a) Cost of materials 5,667.51 5,476.59 5,416.27 23,975.94 consumed b) Purchases of 76.66 136.97 177.85 637.82 stock-in-trade c) Changes in inventories of finished goods, (102.14) 579.24 (126.27) 55.45 work-in-progress and stock-in-trade d) Employee 708.83 812.05 651.80 2,915.12 benefits expense e) Depletion, depreciation and amortisation 1,717.48 763.52 2,064.42 7,159.16 expense (including Goodwill on consolidation) f) Power and fuel 2,756.51 2,134.55 1,808.93 8,159.18 charges

g) Other expenses 3,917.49 4,651.16 3,606.20 15,921.44

Total expenses 14,742.34 14,554.08 13,599.20 58,824.11

Profit from operations before 3 other income, 2,274.52 3,250.48 3,537.46 14,885.39 finance costs and exceptional items 4 a) Other income 893.41 41.14 1,210.40 2,366.53 b) Exchange gain / 254.58 (183.90) 141.41 610.67 (loss)- (net) Profit from ordinary activities 5 before finance 3,422.51 3,107.72 4,889.27 17,862.59 costs and exceptional items

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

6 Finance costs 1,357.79 1,320.81 1,537.11 5,658.78 Profit from ordinary activities 7 after finance costs 2,064.72 1,786.91 3,352.16 12,203.81 but before exceptional items 8 Exceptional items - 19,955.67 2,127.80 22,128.93 Profit / (loss) from 9 ordinary activities 2,064.72 (18,168.76) 1,224.36 (9,925.12) before tax Tax expense/(credit) 10 (including deferred 352.48 549.37 (138.77) 1,448.36 tax and net of MAT credit entitlement) Net profit / (loss) 11 from ordinary 1,712.24 (18,718.13) 1,363.13 (11,373.48) activities after tax Extraordinary items 12 - - - - (net of tax expense) Net profit / (loss) 13 for the period / 1,712.24 (18,718.13) 1,363.13 (11,373.48) year Share of profit / 14 (0.19) 3.83 0.27 4.09 (loss) of associates

15 Minority interest 846.11 513.82 987.84 4,276.38 Net profit / (loss) after taxes, minority interest 16 865.94 (19,228.12) 375.56 (15,645.77) and consolidated share in profit / loss of associates Net profit after taxes, minority interest and consolidated share 17 865.94 491.40 1,341.23 5,060.06 in profit / loss of associates but before exceptional items Paid-up equity 18 share capital (Face 296.50 296.50 296.50 296.50 value of Re. 1 each)

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Reserves excluding Revaluation 19 53,578.77 Reserves as per balance sheet Earnings per share before exceptional 20 items (Rs.) (not annualised)* -Basic 2.92 * 1.66 * 4.52 * 17.07

-Diluted 2.92 * 1.66 * 4.52 * 17.07 Earnings per share after exceptional 21 items (Rs.) (not annualised)* -Basic 2.92 * (64.85)* 1.27 * (52.77)

-Diluted 2.92 * (64.85)* 1.27 * (52.77)

Unaudited Standalone results for the quarter ended June 30th 2015

STATEMENT OF UNAUDITED STANDALONE RESULTS FOR THE QUARTER ENDED JUNE 30, 2015

(Rs. in Crore s except as stated)

Quarter ended Year ended

S. Particulars 30.06.2015 31.03.2015 30.06.2014 31.03.2015 No. (Unaudited) (Audited) (Unaudited) (Audited) 1 Income from operations

a) Net sales / income from operations 7,860.08 8,018.35 7,068.04 32,372.84 (net of excise duty)

b) Other operating income 27.01 12.60 36.62 129.57

Total income from operations (net) 7,887.09 8,030.95 7,104.66 32,502.41

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 2 Expenses

a) Cost of materials consumed 4,480.21 4,527.30 4,024.47 18,849.69

b) Purchases of stock-in- trade 155.33 171.88 339.49 998.46

c) Changes in inventories of finished goods, work- 212.03 392.54 (53.42) 263.80 in-progress and stock in trade

d) Employee benefits expense 184.00 190.10 148.37 650.13

e) Depreciation and amortisation expense 238.24 (197.28) 399.45 1,011.67

f) Power and fuel charges 1,312.23 993.78 1,089.03 4,433.05

g) Exchange loss / (gain) - (net) - (58.81) 18.43 0.81

h) Other expenses 596.60 823.02 651.85 2,677.83

Total expenses 7,178.64 6,842.53 6,617.67 28,885.44 3 Profit from operations before other income, 708.45 1,188.42 486.99 3,616.97 finance costs and exceptional items

4 a) Other income 735.05 248.25 668.58 2,008.86

b) Exchange gain - (net) 6.55 - - - 5 Profit from ordinary activities before finance 1,450.05 1,436.67 1,155.57 5,625.83 costs and exceptional items

6 Finance costs 840.44 822.61 985.33 3,655.93

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 7 Profit from ordinary activities after finance 609.61 614.06 170.24 1,969.90 costs but before exceptional items 8 Exceptional items - - - 2.43

9 Profit from ordinary activities before tax 609.61 614.06 170.24 1,967.47

10 Tax expense (including deferred tax and net of - 40.27 - 40.27 MAT credit entitlement)

11 Net profit from ordinary activities after tax 609.61 573.79 170.24 1,927.20

12 Extraordinary items (net of tax expense) - - - -

13 Net profit for the period/ year 609.61 573.79 170.24 1,927.20

14 Paid-up equity share capital (face value of Re. 296.50 296.50 296.50 296.50 1 each)

15 Reserves excluding revaluation reserves as 33,761.37 per balance sheet

16 Earnings per share (Rs.) (not annualised)*

-Basic 2.06 * 1.94 * 0.57 * 6.50

-Diluted 2.06 * 1.94 * 0.57 * 6.50

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY b) KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2015 (CONSOLIDATED & STANDALONE) i. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2015 (CONSOLIDATED)

Sr Quarter ended Parameters 2014-15 2013-14 2012-13 No. June'15

1 Networth 53,974.84 53,875.27 73,008.66 17,475.40 2 Total Debt 79,529.80 77,752.30 80,566.04 4,838.67 - Long Term Borrowing (Non- 3 44,891.86 52,025.20 54,965.77 1,179.16 Current) 4 - Short Term Borrowing 23,895.06 19,940.71 17,394.53 3,651.90 - Current Maturities of Long Term 5 10,742.88 5,786.39 8,205.74 7.61 Borrowing

6 Non Current Liabilities (excluding 3) 7,070.82 6,896.69 8,362.71 31.25

7 Net Fixed Assets (including CWIP) 91,463.08 91,066.09 91,094.80 2,691.42

Non Current Assets (excluding 7 and 8 19,490.93 18,768.78 20,379.55 16,374.00 14) 9 Cash and Cash Equivalents 5,812.48 5,696.28 7,685.50 36.12 10 Current Investments 39,418.66 39,392.60 37,700.95 176.87

11 Current Assets (excluding 9 and 10) 20,140.04 17,568.98 18,124.91 1,591.01

12 Current Liabilities (excluding 4 and 5) 17,388.99 16,228.42 18,408.71 691.70

13 Minority Interest 35,947.11 35,529.74 33,797.45 - 14 Goodwill on Consolidation 17,586.37 17,789.69 39,238.32 2,167.60 15 Net Sales 17,016.86 73,709.50 66,152.41 2,748.94 16 EBITDA 4,039.39 22,225.59 20,912.67 476.88 17 EBIT 3,422.51 17,862.59 14,030.35 279.42 18 Finance Cost 1,357.79 5,658.78 5,094.41 474.65 19 PBT 2,064.72 (9,925.12) 9,492.53 -173.97 PAT (including share of Profit of 20 Associate and excluding minority 865.94 (15,645.77) 6,298.51 2,280.25 Interest) 21 Dividend amounts (including Tax) 139.62 1,614.37 1,152.67 9.45 22 Current ratio (Note 1) 1.26 1.49 1.44 0.41 23 Interest coverage ratio (Note 2) 2.52 3.16 3.26 0.38 24 Gross debt/equity ratio (Note 3) 0.47 1.44 1.10 0.28 25 Debt Service Coverage Ratios (Note 4) 0.28 1.56 1.10 0.37

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

ii. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2015 (STANDALONE)

Sr Quarter ended Parameters 2014-15 2013-14 2012-13 No. June'15

1 Networth 34,698.69 34,057.87 33,678.82 13,023.79 2 Total Debt 40,163.84 37,643.79 38,943.35 4,831.07 - Long Term Borrowing (Non- 3 20,175.92 21,770.63 20,534.22 1,179.16 Current) 4 - Short Term Borrowing 17,119.14 13,113.72 13,234.09 3,651.91 - Current Maturities of Long 5 2,868.78 2,759.44 5,175.04 - Term Borrowing Non Current Liabilities (excluding 6 200.79 204.40 395.59 14.53 3) 7 Net Fixed Assets (including CWIP) 39,521.72 39,548.02 39,911.36 1,917.89 8 Non Current Assets (excluding 7) 31,467.32 29,477.91 32,429.03 15,020.75 9 Cash and Cash Equivalents 509.72 464.14 2,110.36 24.88 10 Current Investments 753.24 376.27 348.08 127.70 Current Assets (excluding 9 and 11 9,918.83 8,668.06 8,690.85 1,344.09 10) Current Liabilities (excluding 4 12 7,107.51 6,628.34 10,471.92 565.92 and 5) 13 Net Sales 7,887.09 32,502.41 28,536.53 2,347.63 14 EBITDA 956.92 4,689.08 2,856.79 351.57 15 EBIT 1,450.05 5,625.83 1,352.00 203.66 16 Finance Cost 840.44 3,655.93 3,564.96 469.23 17 PBT 609.61 1,967.47 -1,071.65 56.99 18 PAT 609.61 1,927.20 1,076.09 120.77 19 Dividend amounts (including Tax) - 1,217.79 963.58 10.17 20 Current ratio (Note 1) 0.41 0.42 0.39 0.35 21 Interest coverage ratio (Note 2) 1.73 1.54 0.61 1.20 22 Gross debt/equity ratio (Note 3) 1.16 1.10 1.16 0.37 Debt Service Coverage Ratios 23 0.39 0.88 0.21 1.20 (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)

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

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. f) DETAILS OF BORROWINGS OF THE COMPANY AS ON 30TH JUNE 2015

i. Details of Secured Loan Facilities as on 30th June 2015:

(Rs. Crs unless otherwise specified)

Repayment Date/ Type of Amount Principal amount Repayment Details of Lender’s Name Facility Sanctioned outstanding Schedule Security HDFC Bank Buyers 500 500 Repayable in First charge by Credit FY 2015-16 way of hypothecation of the Company’s ICICI Bank Buyers 1700 1,700 Repayable in entire stocks of Credit FY 2015-16 raw materials, semi-finished and finished goods, consumable stores and SBI Bank Buyers 400 400 Repayable in spares and such Credit FY 2015-16 other movables including book- debts, bills whether documentary or clean, outstanding monies, receivables, both present and future, in a form and manner satisfactory to the Bank, ranking pari passu with other participating banks.

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Term 250 250 Rs. 600 Axis Bank Loan Crores in Feb First Pari

2015, Rs. 700 Passu Charge Crores in Feb by way of Bank of India Term 500 500 2016 and Mortgage / Loan balance Rs. Hypothecatio Corporation Term 500 500 700 Crores in n of the Bank Loan Feb 2017. immovable/ Syndicate Bank Term 500 500 movable Loan assets of Vijaya Bank Term 250 250 Aluminium Division. Loan Bank of India Term 2000 1855 Loan Payable in First Pari Syndicate Bank Term 1025 989.13 6.25 years Passu Charge Loan by way of by way of Bank of Baroda Term 2000 1930 structured Mortgage / Loan quarterly SBBJ Term 500 482.50 installment Hypothecatio Loan s starting n of the Union Bank of Term 1000 960 from immovable/ India Loan December movable 31,2014 assets of and ending Aluminium on Division.

December 2020.

State Bank of Term 5000 4285.63 First Pari India Loan Payable in Passu Charge 7.25 years by way of by way of Mortgage / structured quarterly Hypothecatio installment n of the s starting immovable/ from movable December assets of 31,2014 Aluminium and ending Division.

on December 2021.

Standard ECB Subservient pari Chartered Bank 227.22 227.22 USD 200 Passu Charge on ICICI Bank ECB Million in all present and Limited, QFC April 2016 future movable Branch 95.63 95.63 and fixed assets of ICICI Bank ECB balance the Borrower in Limited, DIFC USD 100 relation to Branch 131.59 131.59 Million in Jharsuguda

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY ECB 102.77 102.77 April 2017. Aluminium CTBC Bank Co. Smelter. Ltd, Singapore National Bank of ECB Abu Dhabi 286.90 286.90

Syndicate Bank ECB London Branch 382.53 382.53 Taishin ECB International Bank Co. Ltd, Singapore Branch 38.25 38.25 Hua Nan ECB Commercial Bank Ltd, Offshore Banking Branch 18.36 18.36 Bank of Baroda, ECB London Branch 214.98 214.98 EXIM, London ECB 382.53 382.53 The Shanghai ECB Commercial & Saving Bank Ltd, Offshore Banking Branch 31.88 31.88 ECB Repayable in Subservient par July 2015 Passu Charge on all present and future movable fixed assets of the Borrower in relation to Jharsuguda Standard Aluminium Chartered Bank 284.05 284.05 Smelter. Term Repayable in 2nd Pari Passu Loan 16 Quarterly charge on Installments specific fixed staring from assets of the March 2015 company and ending related to 2400 inDec-2018 MW power project in Canara Bank 1000 875 Jharsuguda Buyers Repayable First charge by Axis Bank Credit 300 285.70 over a period way of Buyers of next 1 hypothecation HDFC Bank Credit 125 47.57 year. of the entire Buyers stock of raw ICICI Bank Credit 1000 957.01 material, semi

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Buyers finished goods State Bank of Credit & finished India 1000 592.21 goods, Buyers consumable Credit stores & spares & such other movables including book - debts, bills whether documentary or clean, outstanding monies & receivables & all other current assets both present & future, in a form & manner satisfactory to the bank ranking pari passu with other participating Yes Bank 250 116.63 bank 17,573.07

Note: Secured NCD are covered under point no. (iii) Details of NCD. ii. Details of Unsecured Loan Facilities as on 30th June 2015:

Principal Amount Repayment Date/ Lender’s Name Type of Facility amount Sanctioned Repayment Schedule outstanding Mutual Commercial Paper 8395 8395 Repayable in FY 2015-16 Funds/Banks

ICICI Bank Ltd Buyers Credit 2125 1180.17 Repayable in FY 2015-16

DBS Bank Ltd Buyers Credit 318.80 289.05 Repayable in FY 2015-16

Axis Bank Buyers Credit 700 402.95 Repayable in FY 2015-16

HDFC Bank Buyers Credit 2795 938.13 Repayable in FY 2015-16

SBI Buyers Credit 1800 572.81 Repayable in FY 2015-16

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Bank of America EPC 500 490 Repayable in FY 2015-16

ICICI Bank Buyers Credit 425 176.20 Repayable in FY 2015-16

SBI Bank Buyers Credit 300 61.85 Repayable in FY 2015-16

Deutsche Bank Overdraft 9.82 9.82 Repayable on demand

Standard Overdraft Repayable on demand Chartered Bank 0.01 0.01

Citi Bank Overdraft 0.29 0.29 Repayable on demand

IDBI Bank Overdraft 3.73 3.74 Repayable on demand

Total 12,520.02

iii. Details of NCDs as on 30th June 2015:

Red Ten emp Credit or/ tion Rating Peri Date date (at Secured Sr Amount Debentu od Coupo of / the / n (In Rs Security details re Series of n Allot Red time Unsecu o. Crs) Mat ment emp of red urit tion Issuan y Sche ce) dule 9.40 % (i)Vacant non Private agricultural Placeme industrial land nt of situated at Secured 10 25- 25- CRISIL Village 9.40% 1 Redeem year 500 Oct- Oct- AA+/S Secured Sansawadi p.a. able Non s 12 22 table Taluka Shirur Converti Dist. Pune ble bearing Gat Debentu no.927, 77/15, res 77/(16),

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 9.40 % admeasuring Private 18700 sq mtrs Placeme (ii) Hypthecation nt of of specific Secured 10 27- 27- movable assets 9.40% 2 Redeem year 500 Nov- Nov- of the company. p.a. able Non s 12 22 Converti ble Debentu res 9.24 % Private Placeme nt of Secured 10 6- 9.24% 6-Dec- 3 Redeem year 500 Dec- p.a. 12 able Non s 22 Converti ble Debentu res 9.24 % Private Placeme nt of Secured 10 20- 20- 9.24% 4 Redeem year 500 Dec- Dec- p.a. able Non s 12 22 Converti ble Debentu res

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY (i)Vacant non- agricultural industrial land situated at Tuticorin District undivided portion of 85 9.10 % cents in 4 acres Private 70 cents, in Placeme Survey No.421/1 nt of in South Secured 10 Arpil CRISIL 9.10% 5-Apr- Veerapandiapura 5 Redeem year 2,500 5, AA+/S Secured p.a. 13 m Village, able Non s 2023 table Ottapiddaram Converti Taluk, within the ble Ottapiddaram Debentu SRO at Tuticorin res Registration District bounded (ii) Hypothecation of Specific Movable assets of the Company 9.17 % (i)Vacant non- Private agricultural Placeme industrial land nt of situated at Secured 10 4- Tuticorin District 9.17% 4-Jul- 6 Redeem year 750 Jul- undivided p.a. 13 able Non s 23 portion of 85 Converti cents in 4 acres ble 70 cents, in Debentu Survey No.421/1 res in South CRISIL Veerapandiapura AA+/S Secured 9.17 % m Village, table Private Ottapiddaram Placeme Taluk, within the nt of Ottapiddaram Secured 10 5- SRO at Tuticorin 9.17% 5-Jul- 7 Redeem year 450 Jul- Registration p.a. 13 able Non s 23 District bounded Converti (ii) ble Hypothecation of Debentu Specific Movable res assets of the Company

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Rated Taxable (i) Mortgage of Secured Specific Land Redeem 7 23- 22- 11,50 CRISIL (ii)Hypothecation 8 able Non year 133.33 Oct- Oct- Secured % p.a. AA + of Specific Converti s 08 15 Movable assets ble of the Company Debentu res 9.36% Secured Redeem (i) Mortgage of Specific Land able 3 30- 30- 9.36% CRISIL (ii)Hypothecation 9 Non year 975 Oct- Oct- Secured p.a. AA + of Specific s 14 2017 Converti Movable assets ble of the Company Debent ures

9.36% Secured (i) Mortgage of Redeem 3 Specific Land able year 30- 30- 1 9.36% CRISIL (ii)Hypothecation Non s 3 525 Oct- Dec- Secured 0 p.a. AA + of Specific mon 14 2017 Converti Movable assets ths ble of the Company Debent ures

iv.

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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 THE NEW INDIA ASSURANCE COMPANY LIMITED 650 65

2 DSP BLACKROCK STRATEGIC BOND FUND 500 5 0

3 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 500 50

4 ICICI PRUDENTIAL REGULAR SAVINGS PLAN 400 4 0

5 ICICI PRUDENTIAL CORPORATE BOND FUND 300 30

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

RELIANCE CAPITAL TRUSTEE CO LTD -A/C RELIANCEFLOATING 7 RATE FUND- SHORT TERM PLAN 250 25

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

9 UTI SHORT TERM INCOME FUND 250 2 5

HDFC TRUSTEE COMPANY LTD A/C HDFC MEDIUM 10 TERMOPPORTUNITIES FUND 200 20

11 Others 1400 140

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 SHORT TERM INCOME FUND 1300 130

2 IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND 750 7 5

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 3 SAVINGS FUND-DEBT OPTION 750 75

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

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

5 DSP BLACKROCK STRATEGIC BOND FUND 250 25

6 POSTAL LIFE INSURANCE FUND A/C UTI AMC 200 2 0

7 RELIANCE LIFE INSURANCE COMPANY LIMITED 200 20

8 BNP PARIBAS BOND FUND 150 15

9 THE RATNAKAR BANK LTD 150 1 5

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

11 Others 725 72.5

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 1650 1 65

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR 2 SAVINGS FUND-DEBT OPTION 1200 1 2 0

3 UTI - TREASURY ADVANTAGE FUND 500 5 0

RELIANCE CAPITAL TRUSTEE CO LTD -A/C RELIANCEFLOATING RATE 4 FUND- SHORT TERM PLAN 350 3 5

DEUTSCHE TRUSTEE SERVICES (INDIA) PRIVATE LIMITED A/C DWS 5 SHORT MATURITY FUND 250 25

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES 6 FUND 250 2 5

7 UTI-FLOATING RATE FUND-STP 250 25

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

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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 10 RELIANCE LIFE INSURANCE COMPANY LIMITED 100 10

11 Others 180 18

Total 5000 500

Sr. No. 4 of iii above

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

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 750 75

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

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES 5 FUND 300 30

6 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 2 5

7 ICICI PRUDENTIAL CORPORATE BOND FUND 250 25

RELIANCE CAPITAL TRUSTEE CO LTD -A/C RELIANCEFLOATING RATE 8 FUND- SHORT TERM PLAN 150 15

9 NPS TRUST- A/C LIC PENSION FUND SCHEME - CENTRAL GOVT 120 12

10 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED 100 10

11 Others 230 23

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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 2 AXIS BANK LIMITED 1950 195

RELIANCE CAPITAL TRUSTEE CO LTD -A/C RELIANCEFLOATING RATE 3 FUND- SHORT TERM PLAN 1920 1 92

4 ICICI PRUDENTIAL SHORT TERM PLAN 1600 1 60

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE SHORT TERM 5 FUND 1250 1 25

6 YES BANK LIMITED 1150 1 15

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 1000 100

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 10130 1013

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 680 6 8

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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 3 0

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 25

8 UTI-MIS-ADVANTAGE PLAN 250 25

9 ICICI PRUDENTIAL SHORT TERM PLAN 150 1 5

10 UTI - MONTHLY INCOME SCHEME 150 15

11 Others 370 37

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 1333 133.33

Total 1333 133.33

Sr. No. 9 of iii above

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

1 ICICI PRUDENTIAL SHORT TERM PLAN 1125 1 12.50

2 HDFC TRUSTEE COMPANY LTD - HDFC SHORT TERM PLAN 919 9 1.90

HDFC TRUSTEE COMPANY LIMITED A/C HIGH INTEREST FUND SHORT 3 TERM PLAN 750 75

DEUTSCHE TRUSTEE SERVICES (INDIA) PRIVATE LIMITED A/C DWS 4 SHORT MATURITY FUND 700 70

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY HDFC TRUSTEE COMPANY LTD A/C HDFC SHORT TERM 5 OPPORTUNITIES FUND 650 65

AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C 6 AXIS HYBRID FUND - SERIES 18 (42 MONTHS) 550 5 5

7 SUNDARAM ULTRA SHORT TERM FUND 550 55

BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN 8 LIFE SHORT TERM FUND 500 50

BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN 9 LIFE TREASURY OPTIMIZER PLAN 500 5 0

SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT DEBT SHORT 10 TERM PLAN 400 40

11 Others 3106 310.6

Total 9750 975

Sr. No. 10 of iii above

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

1 ICICI PRUDENTIAL BLENDED PLAN - PLAN B 1750 1 75

2 UTI-FLOATING RATE FUND-STP 500 5 0

3 NPS TRUST- A/C LIC PENSION FUND SCHEME - CENTRAL GOVT 480 48

4 NPS TRUST- A/C LIC PENSION FUND SCHEME - STATE GOVT 480 4 8

AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C 5 AXIS HYBRID FUND - SERIES 19 (42 MONTHS) 350 35

6 HDFC TRUSTEE CO LTD A/C HDFC FMP 1184D JANUARY 2015 (1) 250 2 5

HDFC TRUSTEE COMPANY LTD A/C HDFC MEDIUM 7 TERMOPPORTUNITIES FUND 250 25

8 UTI - CHILDRENS CAREER BALANCED PLAN 170 17

9 150 15 AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY AXIS HYBRID FUND - SERIES 18 (42 MONTHS)

AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C 10 AXIS HYBRID FUND - SERIES 15 (1275 DAYS) 120 12

11 Others 750 75

Total 5250 525

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 31st March 2015

Amount (in Rs. Counterparty Crs)

Copper Mines Tasmania Pty Limited 59.71

Talwandi Sabo Private Limited 5,089.63

Sterlite Infra Limited 3,395.64

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 9,234.44

vi. Details of Commercial Papers as on 30th June 2015:

Maturity Amount (Rs in Crs) Date

08-Jul-15 600 15-Jul-15 350 20-Jul-15 350 21-Jul-15 520 24-Jul-15 195 29-Jul-15 490 30-Jul-15 300

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 04-Aug-15 230 10-Aug-15 450 14-Aug-15 80 21-Aug-15 430 24-Aug-15 200 27-Aug-15 500 03-Sep-15 565 07-Sep-15 175 15-Sep-15 280 16-Sep-15 600 22-Sep-15 300 30-Oct-15 280 13-Nov-15 300 18-Nov-15 100 27-Nov-15 100 24-Dec-15 500 29-Dec-15 250 21-Mar-16 250 8,395 vii. Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 30th June 2015: 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 ( Rs. name Crs.0

Sales tax Sales tax 131.99 Refer note Deferrals Deferrals below

Total 131.99

Note: The payment of Sales Tax deferral to 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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, 2015

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

Debt / Equity Ratio 1.16 1.21

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.

a) DETAILS OF SHARE CAPITAL AS ON 30TH June 2015 Details of Share Capital No of Shares Amount (Rs. In Crores)

a) Share Capital

Authorized Equity Shares of Rs. 1 each 5127,01,00,000 5127.01

Authorized Preference Share of Rs.10 each 35,000,000 35.00

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

b) Share Premium Account 19964.95

*includes 310,632 equity shares pending allotment kept in abeyance

b) CHANGES IN CAPITAL STRUCTURE AS ON 30TH June 2015, FOR THE LAST 5 YEARS

Details of Date of Share Change No. of Shares Amount Particulars Capital (AGM/EGM) A) Authorised Capital (Equity shares of Re. 1 each) As on 100,00,00,000 100,00,00,000 30.09.2009 pursuant to 17.08.2013 50,260,000,000 50,260,000,000 Scheme of Amalgamation

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY *

pursuant to Scheme of 31.03.2015 10,100,000 10,100,000 Amalgamation * * Total Authorised Capital 51,270,100,000 51,270,100,000

B) Authorised Preference Share Capital of Rs.10/- each pursuant to Scheme of 31.03.2015 35,000,000 350,000,000 Amalgamation * * Total Authorised 35,000,000 350,000,000 Preference Capital

Total Authorised Capital 51,305,100,000 51,620,100,000 Details of Date of Share No. of Equity Shares Amount Particulars Allotment Capital C) Issued, Subscribed and Paid up Equity Capital (Equity shares of Re. 1 each) Conversion of Foreign 17.05.2010 15,49,813 15,49,813 Currency Convertible Bonds (FCCB) Public issue pursuant to 12.03.2011 93,98,864 93,98,864 the scheme of amalgamation The Scheme of 29.08.2013 209,55,73,064 209,55,73,064 amalgamation and arrangement. The Scheme of amalgamation and 13.08.2014 14,952 14,952 arrangement which were earlier kept in abeyance.

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY The Scheme of amalgamation and 25.02.2015 4,800 4,800 arrangement which were earlier kept in abeyance.

Total 2,96,46,94,239 2,96,46,94,239

Pending allotment of equity shares to shareholders of erstwhile 310,632 310,632 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 June 2015, 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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

100

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

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

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

Share allotted

to the shareholders othe of erstwhile 25.02.2 r Sterlite 296,46,9 296,46,9 19964 4,800 1/- - 015 than Industries 4,239 4,239 .95 cash (India) Limited which was earlier kept in

abeyance

Pending allotment of equity shares to othe shareholders 310,6 r of erstwhile 296,50,0 296,50,0 19964 1/- - 32 than Sterlite 4,871 4,871 .95 cash Industries (India) Limited have been kept in abeyance.

102

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

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.

The Hon'ble High Court of Bombay at Goa had approved the Scheme of Amalgamation of the wholly owned subsidiary of the Company, Goa Energy Limited with the Company on 12 March 2015. The Appointed Date of the Scheme was April 1, 2014 and subsequent to filling the necessary forms, the Scheme has become effective from March 24, 2015.

The Hon’ble High Court of Madras, had on March 25, 2015 approved the Scheme of Amalgamation of the Company’s wholly owned subsidiary, Sterlite Infra Limited with the Company. The Appointed Date of the Scheme was April 1, 2014 and subsequent to filling the necessary forms, the Scheme has become effective from April 8, 2015 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 Scheme of April 29, 2014 March 24, 2015 Same as above Amalgamation and Arrangement Scheme of April 29, 2014 April 8, 2015 Same as above Amalgamation and Arrangement

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY f) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON 30TH JUNE 2015: i. Shareholding Pattern of the Company as on 30th JUNE 2015

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

(I) (II) (A) PROMOTER AND PROMOTER GROUP (1) INDIAN (a) Individual /HUF 428996 428996 0.01 (c) Bodies Corporate 121740 121740 0.00 Sub-Total A(1) : 550736 550736 0.02 (2) FOREIGN (a) Bodies Corporate 1764165424 1764165424 59.51 Sub-Total A(2) : 1764165424 1764165424 59.51 Total A=A(1)+A(2) 1764716160 1764716160 59.52

(B) PUBLIC SHAREHOLDING (1) INSTITUTIONS (a) Mutual Funds /UTI 51899298 51890018 1.75 (b) Financial Institutions /Banks 120352343 120304723 4.06 (c) Central Government / State Government(s) 1680 0 0.00 (e) Insurance Companies 28811503 28707503 0.97 (f) Foreign Institutional Investors 482811769 482797185 16.29 Sub-Total B(1) : 683876593 683699429 23.07

(2) NON-INSTITUTIONS (a) Bodies Corporate 78249922 76898185 2.64 (b) Individuals (i) Individuals holding nominal share capital upto Rs.1 lakh 143462154 123606256 4.84 (ii) Individuals holding nominal share capital in excess of Rs.1 lakh 17231891 17231891 0.58 (c) Others NON RESIDENT INDIANS 4236733 4027431 0.14 CLEARING MEMBERS 1599520 1599520 0.05 TRUSTS 46284023 3672727 1.56 FOREIGN BODIES 7794 7794 0.00 FOREIGN BODIES-DR 2231601 2231601 0.08 FOREIGN NATIONALS 5400 5400 0.00

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY (d) Qualified Foreign Investor 0 0 0.00 Sub-Total B(2) : 293309038 229280805 9.89 Total B=B(1)+B(2) : 977185631 912980234 32.96 Total (A+B) : 2741901791 2677696394 92.49

(1) Promoter and Promoter Group * 99292708 99292708 3.35 (2) Public 123499740 123499740 4.17

GRAND TOTAL (A+B+C) : 2964694239 2900488842 100

Note: 1. * 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.

2. Allotment of 3,10,632 equity shares to sharesholders of erstwhile Sterlite Inudstries (India) Limited have been kept in abeyance. ii. LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON 30TH June 2015 % of No. of No of holdin Sl shares shares in no. Name of the shareholders g demat form 128008474 1 TWIN STAR HOLDINGS LIMITED 1280084749 43.18 9 2 FINSIDER INTERNATIONAL COMPANY LIMITED 401496480 13.54 401496480 3 CITIBANK N.A. NEW YORK, NYADR DEPARTMENT 222792448 7.51 222792448 4 FRANKLIN TEMPLETON INVESTMENT FUNDS 68706539 2.32 68706539 5 LIFE INSURANCE CORPORATION OF INDIA 64945699 2.19 64945699 6 WESTGLOBE LIMITED 44343139 1.50 44343139 7 BHADRAM JANHIT SHALIKA 42608460 1.44 0 8 WELTER TRADING LIMITED 38241056 1.29 38241056 LIFE INSURANCE CORPORATION OF INDIA P & GS 9 FUND 24553855 0.83 24553855 10 STICHTING PENSIOENFONDS ABP 23789874 0.80 23789874

g) DETAILS OF SHARES PLEDGED OR ENCUMBERED BY THE PROMOTERS (IF ANY) None of the Shares are pledged or encumbered by the promoters 30.06.2015

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY h) DETAILS OF CAPITAL STRUCTURE OF THE COMPANY AS ON 30TH JUNE 2015

i. Capital Structure of the company in a tabular form

Amount (Rs. Details of Share Capital No of Shares/Units In Crores) a) Share Capital Authorized Equity Shares of Rs. 1 51,270,100,,000 5127.01 each Issued, Subscribed and Paid up 2,96,50,04,871 296.5 Equity Capital

Authorised preference share capital 35,000,000 35.00

b) Details of Current Issue Secured, Non-Convertible, Non- Cumulative, Redeemable, Taxable 20000 2000 Debentures Paid up capital after the current 2,96,50,04,871 296.5 offer Total paid-up capital of the Company, assuming full conversion 2,96,50,04,871 296.5 of warrants 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 Date of No. of shares Issue Price Type of Issue IPO /FPO Cumulative Whether listed, Issue issued (Rs.) / Preferential Issue / capital (No of if not listed, give Scheme/ Bonus/ Rights, shares) reasons thereof etc.) 22.01.1982 22,05,000 Rs.10.00 Public 36,75,000 ** Listed (Rs.2.50 (1st offer to the public.) premium) ** 60% of 36,75,000 i.e. 22,05,000 shares were offered to Indian Public by the Promoters by offer for sale and balance 14,70,000 shares held by Promoters representing 40% of the paid-up capital. 12.12.1986 14,70,000 - Bonus 51,45,000 Listed 5,88,000 – Promoters 8,82,000 – Public 01.02.1992 8,64,360 Rs.10.00 Preferential Allotment Listed (Rs.20 8,64,360 – Promoters

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY premium) (to maintain stake at 41%.) 73,05,900 01.02.1992 12,96,540 Rs.10.00 Debenture (Rs. 20 Conversion premium) 12,96,540– Public 29.05.1993 73,05,900 - Bonus 1,46,11,800 Listed 29,22,360- Promoters 43,83,540- Public 15.03.1994 32,80,200 Rs.10.00 Preferential Allotment 1,78,92,000 Listed (Rs. 50 Promoters- 32,80,200 premium) (to increase stake to 51%) 04.12.1995 17,41,587 Rs. 10.00 Rights Listed 27.03.1997 44,898 (Rs. 90 9,12,492 – Promoters 1,96,81,010 19.08.1997 2,525 premium) 8,76,518- Public 03.03.2005 1,96,81,010 - Bonus 3,93,62,020 Listed 1,00,37,412- Promoters 96,43,598- Public August - Bonus/Sub-division 78,72,40,400 Listed 2008 In 2008, Sub-Division of shares from face value of Rs. 10/- to face value of Re. 1/- and bonus share issued in August 2008 (Ratio of 1:1). 39,36,20,200 Bonus shares and on Sub-division to face value of Re. 1/- the paid capital stood increased in 78,72,40,400 shares. 22.07.2009 3,32,74,000 Re.1 (Rs. Preferential Issue to 82,05,14,400 Listed 160.46 Twin Star Holdings premium) Limited 14.01.2010 20,34,128 Re.1 (Rs. Conversion of FCCB’s 82,25,48,528 Listed 345.88 premium) 15.03.2010 84,13,274 Re.1 (Rs. Conversion of FCCB’s 83,09,61,802 Listed 345.88 premium) 05.04.2010 88,14,567 Re.1 (Rs. Conversion of FCCB’s 83,97,76,369 Listed 345.88 premium) 23.04.2010 1,83,76,377 Re.1 (Rs. Conversion of FCCB’s 85,81,52,746 Listed 345.88 premium) 17.05.2010 15,49,813 Re.1 (Rs. Conversion of FCCB’s 85,97,02,559 Listed 345.88 premium)

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 12.03.2011 93,98,864 - Scheme of 86,91,01,423 Listed Amalgamation of Sesa Industries Limited with Sesa Goa Limited Issue of 93,98,864 equity shares of Re.1/- issued pursuant to the scheme of amalgamation to erstwhile shareholders of Sesa Industries Limited (except Sesa Goa Limited where 1,76,50,284 equity shares held by Sesa Goa Limited in Sesa Industries Limited stand cancelled as per Scheme of Amalgamation). 29.08.2013 209,55,73,064 - Scheme of 296,46,74,487 Listed Amalgamation The Scheme of amalgamation and arrangement was amongst Sterlite Industries (India) Limited, Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa 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’). 13.08.2014 14,952 - Shares under abeyance 296,46,89,439 Listed category 23.02.2015 4,800 - Shares under abeyance 296,46,94,239 Listed category a) DETAILS OF CURRENT DIRECTORS OF THE ISSUER AS ON 30TH JUNE 2015

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 114 B NCPA Mr. Ravi Kant, Apartments, Independent Non- 11th floor, NCPA Refer point C in 69 28.01.2014 Retired Executive Director, Complex, table below DIN - 00016184 Nariman Point, Mumbai-400 021

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY Mhaskar Building, 153 C Ms. Lalita D. Gupte, Matunga, Sir Independent Non- Bhalchandra Independent Refer point D in 65 29.03.2014 Executive Director, Road, (Opposite Director table below DIN - 00043559 Ruia College) Mumbai – 400 019.

Ms. Anuradha Dutta, 78, Golf Links, Independent Non- Refer point E in 57 New Delhi – 110 27.04.2015 Partner Executive Director, table below 002. DIN--00145124

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 Director and Chief 56 Complex, Lodi 01.04.2014 Service table below Executive Officer, Road, New Delhi- DIN – '06853915 110003.

Details of Other Directorship

(A) Mr. Navin Agarwal 1 Cairn India Limited 2 Vedanta Resources Plc, UK 3 Hindustan Zinc Limited 4 Sterlite Iron & Steel Company Limited 5 Vedanta Resources Holdings Limited

6 Hare Krishna Packaging Private Limited Vedanta Limited (formerly Sesa Sterlite Limited / 7 Sesa Goa Limited)

(B) Mr. Naresh Chandra

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY 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 Eros International Plc 9 Electrosteel Castings Limited Vedanta Limited (formerly Sesa Sterlite Limited / 10 Sesa Goa Limited)

(C) Mr. Ravi Kant 1 Antar India Private Limited 2 KONE Corporation Vedanta Limited (formerly Sesa Sterlite Limited / 3 Sesa Goa Limited)

(F) Ms. Lalita D Gupte 1 Godrej Properties Limited 2 Bharat Forge Limited 3 Kirloskar Brothers Limited 4 ICICI Venture Funds Management Co Limited 5 Alstom (a French Company) 6 India Infradebt Limited Vedanta Limited (formerly Sesa Sterlite Limited / 7 Sesa Goa Limited) (E ) Ms. Anuradha Dutt 1 Lexnovum Consultaire Private Limited 2 Morrisett Litigators Private Limited 3 D & M Corporate Consultants Private Limited 4 Advent Corporate Services Private Limited 5 Barka Dutt Media Private Limited 6 Dutt & Menon - Partner 7 DuttMenon Dunmorr - Partner Vedanta Limited (formerly Sesa Sterlite Limited / 8 Sesa Goa Limited)

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY (F) Mr. Tarun Jain 1 Bharat Aluminum Company Limited 2 Cairn India Limited 3 Sterlite (USA) Inc. 4 Vedanta Medical Research Foundation 5 Rajtaru Charity Foundation Vedanta Limited (formerly Sesa Sterlite Limited/Sesa 6 Goa 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 Vedanta Limited (formerly known as Sesa Sterlite 22 Limited / Sesa Goa Limited)

(H) Mr. Thomas Albanese 1 Vedanta Resources Plc, UK 2 Konkola Copper Mines Plc Vedanta Limited (formerly known as Sesa Sterlite 3 Limited / Sesa Goa Limited)

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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 Mr. Gurudas Kamat, Non Executive 25.12.2005 27.01.2005 Independent Director, DIN 00015932

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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

FY 2014-15 35.37 e) DETAILS OF PROMOTERS OF THE COMPANY:

Details of Promoter Holding in the Company as on 30th June 2015:

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

TWIN STAR 1 HOLDINGS 12,80,04,749 12,80084,749 43.18 Nil Nil LIMITED * FINSIDER INTERNATIONAL 2 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 4 TRADING 38,241,056 38,241,056 1.29 Nil Nil LIMITED ANKIT 5 1,95,200 1,95,200 0.01 Nil Nil AGARWAL PRATIK PRAVIN 6 1,44,600 1,44,600 0 Nil Nil AGARWAL AGARWAL 7 GALVANISING P 1,21,740 1,21,740 0 Nil Nil LTD SUMAN 8 87,696 87,696 0 Nil Nil DIDWANIA 9 SAKSHI MODY 18,000 18,000 0 Nil Nil

Total 17,64,716,160 59.52 17,64,716,160

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5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE

COMPANY

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

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

114

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 Vedanta has not violated regulations prohibiting fraudulent and unfair trading practices.

In April 2001, SEBI ordered prosecution proceedings to be brought against Vedanta, alleging that it violated regulations prohibiting fraudulent and unfair trading practices, and also passed an order prohibiting Vedanta 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 Vedanta had, directly or indirectly, engaged in market manipulation and noting that SEBI had exercised its jurisdiction incorrectly in prohibiting Vedanta 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 Vedanta, Vedanta’s Executive Chairman, Mr. Anil Agarwal, Vedanta’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, Vedanta 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 Vedanta’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 Vedanta Limited (previously known as Sesa Goa) and Sesa Industries Limited (which subsequently merged with Vedanta) 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 Vedanta 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 Vedanta 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 Vedanta. The allegations in the SFIO report were later dropped. Subsequently, the GoI through the MCA filed various complaints against Vedanta and a number of its directors and officers on 4 September 2012 for allegedly violating certain sections of the Companies Act, 1956, including, 115

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC dealing without publication of name outside premises, alleged violation with respect to Sec. 211 of Companies Act, 1956 and AS-17 related to segment reporting 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 10 September 2015.

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 Vedanta

The Enforcement Directorate levied penalties on Mr. Anil Agarwal, Mr. D.P. Agarwal and Mr. Navin Agarwal and Vedanta 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 24th September 2015.

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.

116

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 12-13 & 13-14

A. Names of the related parties and their relationships:

i) 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)

ii) Fellow Subsidiaries

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

iii) Associates

Gaurav Overseas Private Limited Raykal Aluminium Company Private Limited

v) 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)

117

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 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

118

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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

119

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC CEH Australia Pty Limited@1 Cairn Energy Asia Pty Limited@1

vi) 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. Dindayal Jalan#

vii) Relatives of Key Management Personnel

Mr. Dwarka Prasad Agarwal

viii) 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 (Refer note no 31) @ 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

120

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

B Transactions with related parties:

Disclosure in respect of transactions with related parties March 31,2014 March 31,2013

Income : (i) Revenue from Operations

Fujairah Gold FZC 896.25 -

Sterlite Technologies Limited 577.70 - Bharat Aluminium Company 232.57 Limited -

Malco Energy Limited 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

Interest and Guarantee a) Commission

Malco Energy Limited 92.89 - Sterlite Iron and Steel Company 2.49 Limited 3.34 Vizag General Cargo Berth 1.49 Private Limited -

Sterlite Technologies Limited 1.18 -

Fujairah Gold FZC 0.53 - 121

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 -

Expenditure :

(iii) Purchases : a) Purchase of goods

Malco Energy Limited 868.19 - Copper Mines of Tasmania Pty 561.99 Limited -

Konkola Copper Mines 516.45 -

Hindustan Zinc Limited 83.08 -

Sesa Resources Limited 2.61 15.51 Bharat Aluminium Company 1.43 Limited - Maritime Ventures Private 1.82 Limited -

Sterlite Technologies Limited 1.20 -

Sesa Mining Coproration Limited 0.65 13.53 Vizag General Cargo Berth 1.54 Private Limited -

122

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

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

Vedanta Resources Plc 165.64 11.87

Hindustan Zinc Limited (60.76) - Bharat Aluminium Company (26.72) Limited - Copper Mines of Tasmania Pty (1.26) Limited -

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) (3.87) Limited - Vedanta Lisheen Holdings (3.78) Limited -

Cairn India Limited (0.66) - Vizag General Cargo Berth (1.01) Private Limited -

61.04 11.87 b) Remuneration/Sitting Fees:

Mr. Navin Agarwal 17.22 - Mr. M. S. Mehta 5.90 123

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

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 Allocation of Corporate c) Expenses :

Hindustan Zinc Limited (58.71) - Bharat Aluminium Company (37.14) Limited -

Malco Energy Limited (0.83) -

(96.68) -

Management Consultancy d) Services including representative office fees :

Vedanta Resources Plc 30.47 -

Hindustan Zinc Limited (18.55) - Bharat Aluminium Company (11.75) Limited -

0.17 -

(Recovery of)/Reimbursement e) to/for other expense Bharat Aluminium Company (73.69) Limited (0.02)

Hindustan Zinc Limited (37.16) 0.28

Malco Energy Limited 13.58 (0.05) Vedanta Resources Plc (Rs (0.00) 31,456) - 124

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 (0.01) Limited - Copper Mines of Tasmania Pty (0.36) Limited -

Fujairah Gold FZC (0.40) -

Sterlite Infra Limited (0.24) - Black Mountain Mining (Pty) (1.32) Limited (0.02)

Cairn India Limited (1.36) -

Talwandi Sabo Power Limited (7.06) - Vizag General Cargo Berth (3.59) Private Limited 0.01 Paradip Multi Cargo Berth 0.00 Private Limited (Rs 48,593) -

Sterlite Ports Limited (0.03) -

Sterlite Infra Ventures Limited (0.02) -

Sterlite Grid Limited (0.39) - Maritime Ventures Private 0.03 Limited -

Namzinc Pty Limited (0.07) - Vedanta Lisheen Holdings (0.02) Limited - The Madras Aluminium - Company Limited 0.01

Sterlite Industries (India) Limited - 9.69

125

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

(113.17) 10.66 f) Donation

Vedanta Foundation 1.55 - Sesa Community Development 4.75 Foundation 3.94

6.30 3.94 Interest and Guarantee g) Commission Vedanta Resources Holdings 4.48 Limited -

4.48 -

(v) Transfer of Assets

Sterlite Technologies Limited 0.06 -

Hindustan Zinc Limited 0.07 - Bharat Aluminium Company (0.00) Limited (Rs 27,187) -

Mr. P. K. Mukherjee 0.04 - 0.17 0.00

(vi) Dividend paid

Twin Star Holdings Limited 407.32 6.65 Finsider International Company 64.24 Limited 80.30 The Madras Aluminium 14.37 Company Limited -

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 3,395.64 126

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC - Vizag General Cargo Berth 522.24 Private Limited - Copper Mines Tasmania Pty 59.71 Limited -

Western Cluster Limited 30.05 27.19

Volcan Investments Limited 115.00 - Rampia Coal Mines & Energy 22.17 Private Limited -

9,234.44 27.19 (viii) Guarantees taken

Vedanta Resources Plc 21,073.89 -

21,073.89 -

Purchase/ (Sales) of Fixed (ix) Assets

Malco Energy Limited - - Vizag General Cargo Berth (0.07) Private Limited -

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

(x) Balances as at year end

a) Trade Receivables

Fujairah Gold FZC 218.50 - Bharat Aluminium Company 64.62 Limited -

Sterlite Technologies Limited 29.06 -

Goa Energy Limited 3.20 -

127

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 53.92 Limited - Sterlite Iron And Steel Company 18.52 Limited 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 1.08 - Paradip Multi Cargo Berth 0.81 Private Limited -

Sesa Mining Corporation Limited 0.75 - Vizag General Cargo Berth 0.21 Private Limited -

Sterlite Grid Limited 0.08 - Cairn India Limited 0.07

128

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC - Black Mountain Mining Pty 0.03 Limited - Copper Mines of Tasmania Pty 0.00 Limited (Rs 10,000) -

Namzinc Pty Limited (Rs 19,841) 0.00 -

Vedanta Foundation (Rs 8,000) 0.00 -

6,792.85 50.47

Share Application Money c) Pending Allotment

Goa Energy Limited 32.96 32.96

Bloom Fountain Limited 56.21 - Vizag General Cargo Berth 16.80 Private Limited -

105.97 32.96

Non-current Portion of the (b) 6,692.78 and (c) above 32.96 Current Portion of the (b) and (c) 206.04 above 50.47

Total 6,898.82 83.43

d) Liabilities as at Mar 31, 2014

i) Trade Payables

Thalanga Copper Mines Pty 59.76 Limited -

Fujairah Gold FZC 0.14 -

129

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 4.74 Limited -

Talwandi Sabo Power Limited 0.01 - Maritime Ventures Private 0.15 Limited -

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 553.18

130

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

Monte Cello B.V. 204.23 - Raykal Aluminium Company 200.70 Private Limited - Vizag General Cargo Berth 150.01 Private Limited -

Goa Energy Limited 14.06 14.06

Sterlite Technologies Limited 6.35 - Rampia Coal Mines & Energy 2.43 Private Limited -

Sterlite Infra Ventures Limited 0.13 -

Sterlite Infra Limited 0.05 -

Sterlite Ports Limited 0.05 - Paradip Multi Cargo Berth 0.01 Private Limited -

Gaurav Overseas Limited 0.01 -

22,419.08 14,565.83

Transactions during the year (xi) (including Pursuant to Scheme of Amalgamation) Loans and advances given / a) (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 53.92 Limited - Sterlite Iron And Steel Company - 21.45 Limited 0.59

Hindustan Zinc Limited 17.61 -

Malco Energy Limited 14.82 - 131

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 1.08 - Paradip Multi Cargo Berth 0.81 Private Limited -

Sesa Mining Corporation Limited 0.75 - Vizag General Cargo Berth 0.21 Private Limited -

Sterlite Grid Limited 0.08 -

Cairn India Limited 0.07 - Black Mountain Mining Pty 0.03 Limited - Copper Mines of Tasmania Pty 0.00 Limited (Rs 10,000) -

Namzinc Pty Limited (Rs 19,841) 0.00 -

Vedanta Foundation (Rs 8,000) 0.00 -

6,742.38 11.09

Investments made during the b) year

Talwandi Sabo Power Limited * 2,099.95 -

Bloom Fountain Limited 118.49 373.95

2,218.44 373.95 Long-term borrowings repaid c) during the year Vedanta Resources Holding 324.02 Limited -

Purchase of Power business (xii) 2,893.00 from MEL (erstwhile VAL) - 132

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

Related Party transactions for Financial Year 14-15

Related Party disclosures

List of related parties and relationships

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

Intermediate Holding Company

Finsider International Company Limited

Richter Holdings Limited

Twin Star Holdings Limited

Vedanta Resources Cyprus Limited

Vedanta Resources Finance Limited

Vedanta Resources Holdings Limited

Vedanta Resources Plc

Welter Trading Limited

B) Fellow Subsidiaries (with whom transactions have taken place) Konkola Copper Mines Plc

Sterlite Grid Limited

Sterlite Iron and Steel Company Limited

Sterlite Technologies Limited

The Madras Aluminium Company Limited2

Konkola Copper Mines Plc

C) Associates Gaurav Overseas Private Limited

Raykal Aluminium Company Private Limited RoshSkor Township (Proprietary) Limited

D) Subsidiaries ) Amica Guesthouse (Proprietary) Limited Bharat Aluminium Company Limited

Black Mountain Mining (Proprietary) Limited

133

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Bloom Fountain Limited Cairn Energy Australia Pty Limited# Cairn Energy Cambay B.V.3# Cairn Energy Discovery Limited# Cairn Energy Gujarat B.V.3# Cairn Energy Gujarat Block 1 Limited# Cairn Energy Holdings Limited# Cairn Energy Hydrocarbons Limited# Cairn Energy India Pty Limited# Cairn Energy India West B.V. 3# Cairn Energy Netherlands Holdings B.V. 3# Cairn Exploration (No. 2) Limited# Cairn Exploration (No. 7) Limited# Cairn Exploration (No. 6) Limited# Cairn India Holdings Limited# Cairn India Limited# Cairn Lanka Private Limited# Cairn South Africa Proprietary Limited# CEH Australia Limited1# CIG Mauritius Holdings Private Limited# CIG Mauritius Private Limited# Copper Mines of Tasmania Pty Limited Fujairah Gold FZC Goa Energy Limited* Hindustan Zinc Limited Killoran Lisheen Finance Limited Killoran Lisheen Mining Limited Lakomasko B.V. Lisheen Milling Limited Malco Energy Limited (formerly Vedanta Aluminium Limited)

134

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Maritime Ventures Private Limited

Monte Cello B.V. (MCBV) Namzinc (Proprietary) Limited Paradip Multi Cargo Berth Private Limited Pecvest 17 Proprietary Limited Rosh Pinah Health Care (Proprietary) Limited Sesa Mining Corporation Limited Sesa Resources Limited Skorpion Mining Company (Proprietary) Limited Skorpion Zinc (Proprietary) Limited Sterlite (USA) Inc. Sterlite Infra Limited* Sterlite Infraventures Limited Sterlite Ports Limited Talwandi Sabo Power Limited Thalanga Copper Mines Pty Limited THL Zinc Holding B.V. THL Zinc Limited THL Zinc Namibia Holdings (Proprietary) Limited THL Zinc Ventures Limited Twin Star Energy Holdings Limited Twin Star Mauritius Holdings Limited Vedanta Exploration Ireland Limited Vedanta Lisheen Holdings Limited (formerly Vedanta Lisheen Finance Limited) Vedanta Lisheen Mining Limited Vizag General Cargo Berth Private Limited Western Cluster Limited Cairn Energy Investments Australia Pty Limited@# Wessington Investments Pty Limited@#

135

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sydney Oil Company Pty Limited@# Cairn Exploration (No.4) Limited@# Cairn Petroleum India Limited@# Cairn Energy India Holdings B.V.@# Cairn Energy Group Holdings B.V.@# Cairn Energy Gujarat Holding B.V@# Cairn Energy India West Holdings B.V.@# Cairn Energy Cambay Holding B.V.@# CEH Australia Pty Limited@# Cairn Energy Asia Pty Limited@#

E) Key Management Personnel Mr. Navin Agarwal Mr. Tarun Jain Mr. Thomas Albanese (w.e.f. April 1, 2014) Mr. D.D. Jalan (w.e.f. April 1, 2014)

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)

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

Mr. Naivaidya Agarwal (Son of Mr. Navin Agarwal)

G) Others Anil Agarwal Foundation Trust

Vedanta Foundation

Sesa Community Development Foundation

Rampia Coal Mines & Energy Private Limited (Jointly controlled entity)

Goa Maritime Private Limited (Jointly controlled entity)

1 Dissolved during the year

2 Fellow Subsidiary upto August 17, 2014 3 Deregistered during the year * Ceases to be a related party w.e.f. April 01, 2014 pursuant to the Scheme of Amalgamation @ Dissolved during the previous year

136

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Rs. in Crores

Disclosure in respect of transactions/ balances with related parties 2014-15 2013-14

Income : (i) Revenue from Operations Fujairah Gold FZC 2,372.43 896.25 Sterlite Technologies Limited 686.62 577.70 Bharat Aluminium Company Limited 978.10 232.57 Malco Energy Limited (earlier Vedanta Aluminium Limited) 110.03 30.22 Goa Energy Limited^ - 4.63 Hindustan Zinc Limited 80.86 0.82 Vizag General Cargo Berth Private Limited 0.27 - Sesa Mining Coproration Limited - 0.11

4,228.31 1,742.30 (ii) Rendering of service

a) Interest and guarantee commission Malco Energy Limited (earlier Vedanta Aluminium Limited) - 92.89 Talwandi Sabo Power Limited 14.39 - Sterlite Iron and Steel Company Limited 0.74 2.49 Sterlite Ports Limited 0.01 - Sterlite Infraventures Limited 0.05 - Vizag General Cargo Berth Private Limited 1.44 1.49 Sterlite Technologies Limited 3.41 1.18 Sesa Resources Limited 0.89 - Fujairah Gold FZC 0.59 0.53 21.52 98.58

b) Dividend income Hindustan Zinc Limited 1,042.40 850.38

137

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sterlite Technologies Limited 0.14 0.14 Cairn India Limited (Subsidiary) 403.81 210.69 Cairn India Limited (Associate) - 228.24 1,446.35 1,289.45

c) Outsourcing service fees Vedanta Resources Plc 2.35 2.08 2.35 2.08

d) Other non operating income

Malco Energy Limited (earlier Vedanta Aluminium Limited) 200.00 - 200.00 -

Expenditure :

(iii) Purchases : a) Purchase of goods Malco Energy Limited (earlier Vedanta Aluminium Limited) - 868.19 Copper Mines of Tasmania Pty Limited 4.56 561.99 Konkola Copper Mines Plc 117.72 516.45 Hindustan Zinc Limited - 83.08 Sesa Resources Limited 8.66 2.61 Bharat Aluminium Company Limited 350.91 1.43 Maritime Ventures Private Limited 10.23 1.82 Sterlite Technologies Limited 6.90 1.20 Sesa Mining Coproration Limited 3.79 0.65 Vizag General Cargo Berth Private Limited - 1.54 Fujairah Gold FZC 0.49 (0.77) 503.26 2,038.19 b) Power Charges Malco Energy Limited (earlier Vedanta Aluminium Limited) 42.77 27.40 Goa Energy Limited^ - 12.96

138

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 42.77 40.36

(iv) Receiving of services

a) Long-term Incentive Plan expenses/(recovery) Vedanta Resources Plc 140.68 165.64 Hindustan Zinc Limited (45.35) (60.76) Bharat Aluminium Company Limited (22.92) (26.72) Copper Mines of Tasmania Pty Limited - (1.26) Talwandi Sabo Power Limited (2.67) (2.04) Malco Energy Limited (earlier Vedanta Aluminium Limited) (1.10) (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 (0.56) (0.66) Vizag General Cargo Berth Private Limited (0.84) (1.01) 67.24 61.04 b) Remuneration/Sitting Fees#: Mr. Navin Agarwal 17.52 17.22 Mr. M. S. Mehta - 5.90 Mr. P. K. Mukherjee - 4.50 Mr. Thomas Albanese 6.41 - Mr. Amit Pradhan - 1.05 Mr. D. D. Jalan 5.20 4.55 Mr. Tarun Jain 11.41 10.14 Mr. Naivaidya Agarwal 0.07 0.03

40.61 43.39 c) Allocation of Corporate Expenses : Hindustan Zinc Limited (62.12) (58.71)

139

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Bharat Aluminium Company Limited (38.12) (37.14) Malco Energy Limited (earlier Vedanta Aluminium Limited) (0.94) (0.83) (101.18) (96.68)

d) Management Consultancy Services including representative office fees :

Vedanta Resources Plc 30.61 30.47 Hindustan Zinc Limited (8.68) (18.55) Malco Energy Limited (earlier Vedanta Aluminium Limited) (5.40) - Bharat Aluminium Company Limited (0.16) (11.75) 16.37 0.17

e) (Recovery) of Expenses Bharat Aluminium Company Limited (176.66) (80.62) Hindustan Zinc Limited (20.82) (38.19) Malco Energy Limited (earlier Vedanta Aluminium Limited) (3.74) (1.78) Vedanta Resources Plc (Previous Year Rs. 31,456) (2.65) (0.00) Konkola Copper Mines Plc (3.73) (5.04) Sesa Resources Limited (2.70) (0.86) Sesa Mining Corporation Limited (0.77) (0.33) Goa Energy Limited - - Bloom Fountain Limited - (0.01) Western Cluster Limited (0.06) (0.28) Sterlite Technologies Limited - (0.17) Sterlite Iron And Steel Company Limited - (0.01) Copper Mines of Tasmania Pty Limited (0.40) (0.36) Fujairah Gold FZC (0.52) (0.40) Sterlite Infra Limited - (0.24) Black Mountain Mining (Pty) Limited (1.18) (1.32) Cairn India Limited (3.71) (1.36) Talwandi Sabo Power Limited (10.44) (7.96)

140

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Vizag General Cargo Berth Private Limited (2.39) (3.63) Paradip Multi Cargo Berth Private Limited (Previous Year Rs. 48,593) - 0.00 Sterlite Ports Limited (0.01) (0.03) Sterlite Infraventures Limited (0.01) (0.02) Sterlite Grid Limited (0.19) (0.39) Maritime Ventures Private Limited - - Namzinc (Pty) Limited (0.04) (0.07) Vedanta Lisheen Holdings Limited (0.01) (0.02) The Madras Aluminium Company Limited - - Sterlite Industries (India) Limited - - (230.03) (143.09)

Reimbursement of expenses Bharat Aluminium Company Limited 6.57 6.93 Hindustan Zinc Limited 5.70 1.03 Malco Energy Limited (earlier Vedanta Aluminium Limited) 1.15 15.36 Konkola Copper Mines Plc 0.04 0.01 Sesa Resources Limited 4.94 5.34 Sesa Mining Corporation Limited 1.33 0.27 Sterlite Technologies Limited - 0.01 Fujairah Gold FZC 0.01 - Talwandi Sabo Power Limited 1.72 0.90 Vizag General Cargo Berth Private Limited 0.16 0.04 Copper Mines of Tasmania Pty Limited (Previous Year Rs. 40,000) 0.19 - Black Mountain Mining (Pty) Limited 0.07 - Maritime Ventures Private Limited 0.01 0.03 Cairn India Limited 0.15 - Namzinc (Pty) Limited 0.01 - Mr. Anil Agarwal 0.20 - Vedanta Foundation - - Vedanta Resources Plc - -

141

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 22.25 29.92

e) (Recovery of) / Reimbursement to /for other expenses Bharat Aluminium Company Limited (170.09) (73.69) Hindustan Zinc Limited (15.12) (37.16) Malco Energy Limited (earlier Vedanta Aluminium Limited) (2.59) 13.58 Vedanta Resources Plc (Previous Year Rs. 31,456) (2.65) (0.00) Konkola Copper Mines Plc (3.69) (5.03) Sesa Resources Limited 2.24 4.48 Sesa Mining Corporation Limited 0.56 (0.06) Bloom Fountain Limited - (0.01) Western Cluster Limited (0.06) (0.28) Sterlite Technologies Limited - (0.16) Sterlite Iron And Steel Company Limited - (0.01) Copper Mines of Tasmania Pty Limited (0.21) (0.36) Fujairah Gold FZC (0.51) (0.40) Black Mountain Mining (Pty) Limited (1.11) (1.32) Cairn India Limited (3.56) (1.36) Talwandi Sabo Power Limited (8.72) (7.06) Vizag General Cargo Berth Private Limited (2.23) (3.59) Paradip Multi Cargo Berth Private Limited (Previous year Rs. 48,593) - 0.00 Sterlite Ports Limited (0.01) (0.03) Sterlite Infraventures Limited (0.01) (0.02) Sterlite Grid Limited (0.19) (0.39) Maritime Ventures Private Limited 0.01 0.03 Namzinc (Pty) Limited (0.03) (0.07) Vedanta Lisheen Holdings Limited (0.01) (0.02) (207.98) (112.93)

f) Donation

142

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Vedanta Foundation 1.44 1.55 Sesa Community Development Foundation 2.22 4.75 3.66 6.30 g) Interest and guarantee commission Vedanta Resources Holdings Limited - 4.48 Sesa Resources Limited 1.47 - 1.47 4.48

h) Other expenses Bharat Aluminium Company Limited 1.96 - Vizag General Cargo Berth Private Limited (Rs.33,088) 0.00 - (Previous Year Rs. Nil) Sterlite Technologies Limited 0.05 - 2.01 - (v) Transfer of Assets Sterlite Technologies Limited - 0.06 Hindustan Zinc Limited - 0.07 Bharat Aluminium Company Limited [Previous Year Rs. (27,187)] 0.09 (0.00) Western Cluster Limited 0.01 - Mr. P. K. Mukherjee - 0.04

0.10 0.17

(vi) Dividend paid Twin Star Holdings Limited 470.09 407.32 Finsider International Company Limited 140.52 64.24 The Madras Aluminium Company Limited - 14.37 Westglobe Limited 15.52 7.09 Welter Trading Limited 13.38 5.74 639.51 498.76 (vii) Guarantees given Talwandi Sabo Private Limited 12,784.0 5,089.63 3

143

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Sterlite Infra Limited^ - 3,395.64 Vizag General Cargo Berth Private Limited - 522.24 Copper Mines Tasmania Pty Limited - 59.71 Western Cluster Limited - 2.86 Volcan Investments Limited - 115.00 Rampia Coal Mines & Energy Private Limited - 22.17 12,784.0 9,207.25 3

(viii Purchase/ (Sales) of Fixed Assets ) Vizag General Cargo Berth Private Limited - (0.07) Fujairah Gold FZC - (0.01) Black Mountain Mining (Pty) Limited 0.01 - Sterlite Technologies Limited - (0.28) 0.01 (0.36)

(ix) Material on loan given on returnable basis during the year Bharat Aluminium Company Limited 8.91 -

8.91 -

(x) Material on loan returned during the year Bharat Aluminium Company Limited 6.44 -

6.44 -

(xi) Balances as at year end

a) Trade Receivables Fujairah Gold FZC 615.71 218.50 Bharat Aluminium Company Limited 65.78 64.62 Sterlite Technologies Limited 15.10 29.06 Goa Energy Limited^ - 3.20 Vizag General Cargo Berth Private Limited 0.02 - Maritime Ventures Private Limited - - Talwandi Sabo Power Limited - - Sesa Resources Limited 3.83 1.66 144

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Hindustan Zinc Limited 5.35 0.86 Sesa Mining Corporation Limited - 0.10 Copper Mines of Tasmania Pty Limited 5.91 - Bloom Fountain Limited - - 711.70 318.00 -

b) Loans Sterlite Infra Limited^ - 6,193.16 Talwandi Sabo Power Limited - 393.66 Sterlite Ports Limited 2.75 2.61 Sterlite Infraventures Limited 2.22 1.54 Sesa Mining Corporation Limited - - - - Sesa Resources Limited 153.01 75.11 Bharat Aluminium Company Limited - - Sterlite Iron and Steel Company Limited 6.75 8.05 164.73 6,674.13

c) Advances Sterlite Infra Limited^ - 0.22 Talwandi Sabo Power Limited 0.56 1.99 Sesa Resources Limited 2.04 2.04 Bharat Aluminium Company Limited 5.78 53.92 Sterlite Iron and Steel Company Limited 11.47 10.47 Hindustan Zinc Limited 10.55 17.61 Malco Energy Limited (earlier Vedanta Aluminium Limited) 135.67 14.82 Konkola Copper Mines Plc 1.87 12.62 Sterlite Ports Limited 0.35 0.09 Sterlite Technologies Limited 0.26 1.76 Sterlite Infraventures Limited 0.19 0.15 Volcan Investments Limited 2.69 1.08 Paradip Multi Cargo Berth Private Limited 4.42 0.81 Sesa Mining Corporation Limited 2.07 0.75 Vizag General Cargo Berth Private Limited 0.36 0.21 Sterlite Grid Limited 0.18 0.08 Cairn India Limited 0.13 0.07 Black Mountain Mining (Pty) Limited 0.22 0.03 Copper Mines of Tasmania Pty Limited (Previous year Rs. 10,000) - 0.00 Western Cluster Limited 0.02 Sesa Community Development Foundation (Rs. 5,195) (Previous Year Rs. 0.00 - Nil) Anil Agarwal Foundation Trust (Rs. 8,000) (Previous Year Rs. Nil) 0.00 -

145

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Namzinc (Pty) Limited (Previous Year Rs. 19,841) 0.02 0.00 Vedanta Foundation (Rs. 8,000) (Previous Year Rs. 8,000) 0.00 0.00 THL Zinc Namibia Holdings (Pty) Limited - - Fujairah Gold FZC (Rs. 18,763)(Previous Year Rs. Nil) 0.00 - Western Cluster Limited - - 178.85 118.72

d) Share Application Money Pending Allotment Goa Energy Limited^ - 32.96 Bloom Fountain Limited - 56.21 Vizag General Cargo Berth Private Limited - 16.80 - 105.97

Non-current Portion of the (b), (c) and (d) above - 6,692.78 Current Portion of the (b), (c) and (d) above 343.58 206.04 Total 343.58 6,898.82

e) Material on loan on returnable basis Bharat Aluminium Company Limited 2.47 - 2.47 -

f) Current liabilities

i) Trade payables Thalanga Copper Mines Pty Limited - 59.76 Fujairah Gold FZC - 0.14 Sesa Mining Corporation Limited - - Goa Energy Limited - - Malco Energy Limited (earlier Vedanta Aluminium Limited)(Rs. 40,376) 0.00 - (Previous year Rs Nil) Black Mountain Mining (Pty) Limited 0.01 - Konkola Copper Mines Plc - 17.66 0.01 77.56

ii) Other current liabilities Malco Energy Limited (earlier Vedanta Aluminium Limited) - 2,907.94 Vedanta Resources Plc 182.17 216.91 Bharat Aluminium Company Limited 24.63 4.74 Talwandi Sabo Power Limited - 0.01 Maritime Ventures Private Limited 0.17 0.15 Sterlite Technologies Limited - 0.33

146

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Western Cluster Limited 0.01 - Twin Star Mauritius Holdings Limited - - Sesa Resources Limited 0.24 - Mr. P.K. Mukherjee - - 207.22 3,130.08

iii) Short-term borrowings Sesa Resources Limited 7.52 - 7.52 -

g) Investments Cairn India Limited 11,927.2 11,927.2 6 6 Malco Energy Limited (earlier Vedanta Aluminium Limited) 116.11 3,016.11 Talwandi Sabo Power Limited 3,206.61 2,500.00 Sesa Resources Limited 1,713.24 1,713.24 Hindustan Zinc Limited 1,101.50 1,101.50 Bloom Fountain Limited 1,126.34 1,029.76 Bharat Aluminium Company Limited 553.18 553.18 Monte Cello B.V. 204.23 204.23 Raykal Aluminium Company Private Limited 200.70 200.70 Vizag General Cargo Berth Private Limited 182.11 150.01 Goa Energy Limited^ - 14.06 Sterlite Technologies Limited (Net of Provision for diminution of Rs 4.50 6.35 6.35 Crore) Rampia Coal Mines & Energy Private Limited (Net of Provision for - 2.43 diminution of Rs 2.43 Crore in current year) Sterlite Infraventures Limited 0.13 0.13 Sterlite Infra Limited^ - 0.05 Sterlite (USA) Inc. [Current year Nil (Net of Provision for diminution of Rs - 0.00 42.77 in current year)](Previous year Rs 42.77) Sterlite Ports Limited 0.05 0.05 Paradip Multi Cargo Berth Private Limited 0.01 0.01 Gaurav Overseas Limited 0.11 0.01 THL Zinc B.V. 2,518.19 - THL Zinc Ventures Ltd 3,232.15 - 26,088.2 22,419.0 7 8

h) Corporate guarantee given 147

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Talwandi Sabo Private Limited 6,975.74 5,089.63 Sterlite Infra Limited^ - 3,395.64 Vizag General Cargo Berth Private Limited 522.24 522.24 Copper Mines Tasmania Pty Limited 29.14 33.98 Thalanga copper mines Pty Limited 22.39 25.73 Western Cluster Limited 31.30 30.05 Volcan Investments Limited 115.00 115.00 Rampia Coal Mines & Energy Private Limited 22.17 22.17 7,717.98 9,234.44 i) Corporate guarantee taken Vedanta Resources Plc 75.00 21,073.8 9 75.00 21,073.8 9

Guarantees relinquished Talwandi Sabo Private Limited (xii) Transactions during the year a) Loans given during the year Sterlite Infra Limited^ - 6,193.16 Talwandi Sabo Power Limited* 300.00 393.66 Sterlite Ports Limited 0.14 2.61 Sterlite Infraventures Limited 0.68 1.54 Sesa Resources Limited 85.09 64.61 Bharat Aluminium Company Limited - - Sterlite Iron and Steel Company Limited 0.08 - 385.99 6,655.58

b) Loans Repaid during the year Sterlite Infra Limited - - Sesa Resources Limited 7.19 - Sterlite Iron and Steel Company Limited 1.38 25.42 8.57 25.42

c) Advances given/(received) during the year Sterlite Infra Limited^ - 0.22 Talwandi Sabo Power Limited (1.43) 1.99 Sesa Resources Limited - 2.04 Bharat Aluminium Company Limited (48.14) 53.92 Sterlite Iron and Steel Company Limited 1.00 (46.87) Hindustan Zinc Limited (7.06) 17.61 Malco Energy Limited (earlier Vedanta Aluminium Limited) 120.85 14.82

148

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Konkola Copper Mines Plc (10.75) 12.62 Sterlite Ports Limited 0.26 0.09 Sterlite Technologies Limited (1.50) 1.76 Sterlite Infraventures Limited 0.04 0.15 Volcan Investments Limited 1.61 1.08 Paradip Multi Cargo Berth Private Limited 3.61 0.81 Sesa Mining Corporation Limited 1.32 0.75 Vizag General Cargo Berth Private Limited 0.15 0.21 Sterlite Grid Limited 0.10 0.08 Cairn India Limited 0.06 0.07 Black Mountain Mining (Pty) Limited 0.19 0.03 Copper Mines of Tasmania Pty Limited (Previous year Rs. 10,000) - 0.00 Sesa Community Development Foundation (Rs. 5,195) (Previous year Rs. 0.00 - Nil) Anil Agarwal Foundation Trust (Rs. 8,000) (Previous year Rs. Nil) 0.00 - Vedanta Foundation (Previous year Rs. 8,000) - 0.00 Namzinc (Pty) Limited (Previous year Rs. 19,841) 0.02 0.00 THL Zinc Namibia Holdings Pty Limited - - Fujairah Gold FZC (Rs. 18,763) (Previous year Rs. Nil) 0.00 - Western Cluster Limited - - Sesa Community Development Foundation (Previous Year Rs. 5,195) - 0.00

60.33 61.38

d) Investments made during the year Talwandi Sabo Power Limited * 706.61 2,099.95 Vizag General Cargo Berth Private Limited 15.30 - Malco Energy Limited (earlier Vedanta Aluminium Limited) 100.00 Gaurav Overseas Limited 0.10 - Bloom Fountain Limited 40.37 118.49

862.38 2,218.44

e) Short-term borrowings repaid during the year Sesa Resources Limited@ 15.79 -

f) Long-term borrowings repaid during the year Vedanta Resources Holding Limited - 324.02

g) Allotment of shares

Bloom Fountain Limited 56.21 -

149

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Vizag General Cargo Berth Private Limited 16.80 - 73.01 - h) Preference shares redeemed

Malco Energy Limited (earlier Vedanta Aluminium Limited) 3,000.00 - 3,000.00 -

(xiii Payment (Previous year : Purchase) for/of Power business from Malco 2,893.00 2,893.00 ) Energy Limited (earlier Vedanta Aluminium Limited)

@ Borrowing repaid pertains to the borrowing devolved pursuant to Scheme of amalgamation with GEL (Refer note no. 33) ^ Ceases to be related party pursuant to the Scheme of Amalgamation (Refer note no. 33) # As the liabilities for defined benefit plan i.e. gratuity are provided on actuarial basis for the Company as a whole, the amounts pertaining to key management personal are not included above. * Pursuant to Board of directors approval, the Company converted existing unsecured loan of Rs. 693.66 Crore (Previous year Rs. 2,099.95 Crore) and interest of Rs. 12.95 Crore (Previous year : Rs. Nil) into equity investment. 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 Vedanta 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 150

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 Vedanta 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 is currently subjudice before the Supreme Court of India. The matter will be listed in due course.

SEBI barred Sterlite Industries (India) Limited (SIIL) (Now merged with Vedanta 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

151

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

Vedanta has commenced proceedings against the GoI, which has disputed Vedanta’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, Vedanta, 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 8 August 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 March 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 Vedanta Limited have filed counter affidavits. The matter will be listed in due course.

Vedanta has commenced proceedings against the GoI, which has disputed Vedanta’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 Vedanta, with respect to Vedanta’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 Vedanta’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, Vedanta filed an application under section 34 of the Arbitration and Conciliation Act, 1996 in the High Court of Delhi to

152

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 Vedanta'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 3 August 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 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 Vedanta 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 Vedanta’s copper smelting operations at Tuticorin were causing air and water pollution and hazardous waste. These petitions sought to cancel Vedanta'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 petitions.

A writ petition filed in December 2009 before the High Court of Madras challenged the grant of environmental clearance for the expansion of Vedanta'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, Vedanta 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, Vedanta 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 Vedanta to comply with the committee's recommendations to further improve the working of the plant within eight weeks from 8 August 2013. Vedanta 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.

153

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

Petitions have been filed in the Supreme Court of India and the High Court of Orissa to seek the cessation of construction of Vedanta'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

154

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 Vedanta 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 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 Vedanta's aluminium refinery in Lanjigarh and related mining operations in Niyamgiri Hills is not currently quantifiable.

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

Pursuant to findings in the Justice M.B. Shah Commission Report dated March 15, 2012 on the allegations of illegal mining in the State of Goa, the State Government had banned iron ore mining operations in the State Goa on September 10, 2012 and the Ministry of Environment and Forest (“MOEF”) had suspended Environmental Clearances of all mining leases within the State of Goa. A writ petition was filed before the Supreme Court of India to initiate action based on the report Justice M.B. Shah Commission Report and an interim order was passed by the Supreme Court of India on October 5, 2012 suspending the mining operations within the State OF Goa.

During the pendency of matter on November 11, 2013, the Supreme Court of India directed passed an interim order on November 11, 2013 directing that the inventory of the excavated mineral ores be verified by the Directorate of Mines and Geology (“DMG”) and the Monitoring Committee was constituted to sell the materials through an e-auction.

On April 21, 2014, the Supreme Court passed judgment in the matter lifting the ban with certain stipulations including directions on mining by the lessees after November 22, 2007 as being illegal, dumping outside the leased area as being impermissible; interim buffer zone fixed at one kilometer from the boundaries of National Parks and Sanctuaries, cap on annual excavation at 20 million tons other than from dumps until the final report of Expert Committee is submitted, appropriation of the sale value of e-auctioned inventorized ores by the State Government as per stipulated conditions, payment of 10% of the sale proceeds to the Goan Iron Ore Permanent Fund. The Green Bench of the Supreme Court passed an order on April 21, 2014 lifting the ban subject to certain conditions interalia limiting the maximum annual excavation to 20 million tonnes subject to determination of final capacity by Expert Committee appointed by it and 10% of the sale proceeds of the iron ore to be appropriated towards a sustainability fund. The Supreme Court has held that all mining leases in the State of Goa, including those of the Company, had expired in 2007 and consequently, no mining operations can be carried out until renewal/execution of mining lease deeds by the State Government. The petition filed by us in May 2014 for the review of the aforesaid judgment in the

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Supreme Court of India on certain limited issues was subsequently withdrawn by us in September 2014.

The Supreme Court also directed the sale value of e-auctioned inventorised ores will be appropriated by the State Government as the owner of the ores after making payment of average cost of excavation to the mining companies. The review petition filed in the month of May 2014 was subsequently withdrawn by us in September 2014.

On August 13, 2014 , the High Court of Bombay, Goa Bench 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 thereof. Goa Foundation challenged the High Court order directing the renewal of mining has filed a by ways of Special Leave Petition (“SLP”) before the Hon’ble Supreme Court of India challenging the Judgment of the High Court directing renewal of mining leases. No stay has yet been granted by the Supreme Court as on date.

As on date, in relation to the Company, the lease deeds have been executed for all the 9 working mining leases. The Government of Goa in January 2015 revoked the order suspending mining operations in the State of Goa and MOEF has revoked suspension of Environment Clearances in March 2015. The Company is working towards registering the mining lease deeds and securing the necessary permissions for the commencement of operations. The Goa State Pollution Board (GSPB) in their meeting held July 10, 2015 has considered renewal of Consent to Operate (CTO) under the Air (Prevention of Pollution) Act and Water (Prevention of Pollution) Act. Formal CTO is yet to be received. Further, the Company has filed application for approval of Mining Plan (MP) for seven mines, out of which we have received for four. The operations will be started only after receiving all approvals, viz., CTO and approval of MP at the earliest.

Vedanta (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. Vedanta filed a counter affidavit in February 2013 requesting the dismissal of the special leave petition. The matter will be listed in due course.

Separately, an application was filed by the village council of Navelim before the NGT against GSPCB, MoEF, State of Goa, Vedanta and others alleging that (i) GSPCB had issued its approval for ‘consent to operate’ under the Water Act and Air Act to Vedanta 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 156

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 2013, the NGT gave directions to issue notices to parties. Vedanta 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 Vedanta 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.

Vedanta Ltd (previously known as Sesa Sterlite Ltd / Sesa Goa Ltd) is involved in certain proceedings alleging illegal mining activities

Seventeen applications have been filed before the NGT by a local body claiming compensation from Vedanta 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 Vedanta 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. Vedanta, SRL and SMCL in their reply have denied all the allegations posed in the applications and have requested that the applications be rejected. On January 13, 2015, the National Green Tribunal dismissed the applications observing that it would not be appropriate for the National Green Tribunal to proceed with the hearing of applications on merits on the ground of judicial propriety.

The claim amount in these cases is not currently quantifiable.

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

On 7 December 2012, the GSPCB informed the mining lessees, including Vedanta 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, Vedanta 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, Vedanta, SRL, SMCL lodged appeals on 9 April 2013 before the Administrative Tribunal at Goa. The Tribunal has on April 15, 2015, passed orders setting aside the order of GSPCB dated March 5, 2013 and issued directions to GSPCB to hear and decide the matter. The GSPCB in their meeting held on July 10, 2015 has considered the application

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC under Air Act and Water Act. However, the Company is yet to receive a formal CTO under Air and Water Act.

The claim amount is not currently quantifiable.

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

In October 2008, Vedanta 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 Vedanta 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 Vedanta before the High Court of Karnataka, seeking modification of the order in August 2009. However, the application was not taken up for hearing. Subsequently, Vedanta 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 Vedanta to furnish a bank guarantee towards payment of the forest development tax. In April 2010, Vedanta 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. Vedanta 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 will be listed in due course.

The claim amount is not currently quantifiable.

Restart of Goa Mining Operations

As on date, in relation to the company, the lease deeds have been excecuted for all the 9 mining leases. The Governemnt of Goa in January 2015 revoked the order suspending mining operations in the State of Goa and MoEF has revoked suspension of Environment Clearnaces in March 2015. The Company is working towards registering the mining lease deeds and securing the necessary permissions for the commencement of operations . The Goa State Pollution Board (GSPB) in their meeting held on July 10, 2015 has considered renewal of Consent to Operate(CTO) under the Air (Prevention of Pollution) Act. Formal CTO is yet to be received. Further, the company has filed application for approval of Mining Plan (MP) for seven mines, out of which we have received four. The operations will be started only after receiving the approvals viz. CTO and approval of MP at the earliest.

Shenzhen Shandong Nuclear Power Construction Co. Limited has commenced arbitration proceedings against Vedanta

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 158

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 Vedanta 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 Vedanta to deposit a bank guarantee for an amount of INR 1,870 million (US$31.2 million) until the arbitration proceedings are completed.

Vedanta 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 September 18, 2015 to September 20, 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 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.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Further, on October 22, 2014, PSERC directed the matter to be settled through arbitration and allowed the stay on encashment of the bank guarantee until the matter is finally adjudged by Arbitrator. PSPCL has preferred an appeal in Appellate Tribunal for Electricity (APTEL) against the PSERC order and APTEL had on May 12, 2015, disposed the appeal by directing directed that the matter will be adjudicated by an Arbitral Tribunal. The arbitration proceedings are in the early stages.

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 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 160

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

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).

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

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 ($ 38.60 million) from June 2005 to March 2009, towards duty on electricity for the generation of power by BALCO’s 540 MW 161

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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, 2015 is Rs. 4,137.7 million ($ 66.4 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 1,903.9 million ($30.6 million) under protest to the State Government of Chhattisgarh until March 31,2015. The matter was referred to the Supreme Court of India. The date of the next hearing is yet to be confirmed.

The Company challenged the constitutionality of the Orissa Entry Tax Act. The Orissa High Court on February 18, 2008 held that (i) the Orissa Entry tax is not compensatory, (ii) there should not be any entry tax on goods coming into Orissa which is not manufactured in Orissa and (iii) that the Orissa Entry Tax Act is valid. We challenged the High Court order before the Supreme Court of India. The Supreme Court of India on February 3, 2010, directed us to deposit a sum of Rs. 35 million ($ 0.6 million) and to deposit Rs. 0.1 million per month from October 2009 till the matter is actually disposed. These amounts have been paid under protest. 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 Vedanta to pay, within eight weeks of the order, 50 per cent of the entry tax amount being INR 233 million

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC (US$ 3.78 million) related to the operations in the special economic zone. The amount of Rs. 597.5million ($ 9.6 million) has been deposited in accordance with the order of the Supreme Court. The next date of hearing has not been fixed.

Proceedings against TSPL relating to Mega Power Project Benefits

TSPL submitted its bid for setting up a 1980 MW Thermal Power Plant in the State of Punjab under tariff based international competitive bidding under Case-2 Model. Sterlite Energy Limited (‘SEL’ now “Vedanta Limited”) evolved as the successful bidder and accordingly, the project was awarded to SEL. A Power Purchase Agreement (‘PPA’) was entered between TSPL and PSEB [now, Punjab State Power Corporation Limited (‘PSPCL’)]. In terms of the said PPA, any increase/decrease in capital cost of the Project on account of any “Change in Law” occurring post the cut-off date i.e. 16-06-2008 (date seven days prior to the bid deadline) has to be passed on to PSPCL.

At the time of bidding, TSPL was not eligible for the mega power project status. However towards the end of 2009, the said policy was amended and various conditions were relaxed making TSPL eligible for the mega power project status. Accordingly, TSPL was given the mega power project status in 2010 basis which it has been availing the customs and excise exemption. As TSPL had become entitled to the mega power project status post the cut-off date, as per PSPCL the mega power project benefits availed by TSPL need to be passed-on to them under “Change in Law” clause of the PPA. It is the submission of TSPL that as on the cut-off date, similar benefits were available to it under the Foreign Trade Policy even as a non-mega power project and accordingly, its economic position has not altered pursuant to the grant of mega power project status warranting pass-on of such benefits to PSPCL which is sine qua non for trigger of “Change in Law” article of the PPA.

TSPL has also produced a number of approval letters issued by the several DGFT offices across India granting such benefits to the non-mega power projects which even includes power projects of government/PSUs which goes to establish that the said benefits were available and being granted to a number of non-mega power projects as on the cut-off date.

PSERC had passed an Order dated 02-12-2014 wherein the majority (2:1) has held against TSPL. TSPL has filed an appeal along with a stay application before APTEL challenging the majority order of PSERC. The stay application was summarily rejected by the APTEL without considering the submissions of TSPL. TSPL has filed an SLP before Supreme Court (“SC”) against the order passed by the APTEL on the stay application, SC has granted the stay against the wrongful deductions of PSPCL on account of Mega benefits.

Show cause notice from the Indian tax authorities for not withholding tax on payments made while acquiring a subsidiary

In March 2014, the Company received a notice from the Indian Tax Authorities ("Tax Authorities") alleging failure by the Company to withhold tax on the consideration paid to Cairn UK Holdings Limited (“CUHL”) on a transaction in the year 2006-07. The said transaction relates to the acquisition of the shares of Cairn India Holdings Limited (“CIHL”), a 100% subsidiary of the Company, from CUHL during the financial year 2006-2007 as a part of group reorganization by the then ultimate parent company 163

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC Cairn Energy Plc. Based upon the retrospective amendment(s) made in the year 2012 by inserting explanation 5 of section 9(1)(i) of the Income Tax Act, 1961, the Tax Authorities vide its order dated March 11, 2015, raised a demand of approximately Rs. 204,947.3 million (comprising tax of approximately Rs.102,473.6 million and interest of an equivalent amount) for not withholding tax on the consideration paid to CUHL, for acquiring shares of CIHL. The Tax Authorities have stated in the said order that a short term capital gain of Rs. 245,035.0 million accrued to CUHL on transfer of the shares of CIHL to the Company in financial year 2006-2007,on which tax should have been withheld by the Company. The Company understands that a tax demand has also been raised by the Tax Authorities on CUHL with respect to taxability of alleged capital gain earned by CUHL.

In this regard, Vedanta Resources Plc. filed a Notice of Claim against the Government of India under the UK-India bilateral investment treaty in order to protect its legal position and shareholder interests.

Further, the Company has been legally advised that there could be no liability on the Company for the failure to withhold the taxes in the year 2006-07 based on provisions of law prevailing at the time of transaction as the aforesaid retrospective amendment has cast an impossible obligation on the Company to deduct tax by having to predict and anticipate that the retrospective amendment will be made by the legislature on a future date. The Company has approached the Hon’ble Delhi High Court against the said order and also filed an appeal before the Commissioner of Income Tax (Appeals) to defend its position. The next date of hearing will be listed in due course.

Arbitration proceedings on issues related to the cost recovery of the Ravva block

We along with other joint operation partners (the “Contractor Parties”) are involved in a dispute against GoI relating to the recovery of contractual costs in terms of calculation of payments that the Contractor Parties were required to make in connection with the Ravva field.

The Ravva production sharing contract obliges the Contractor Parties to pay a proportionate share of ONGC’s exploration, development, production and contract costs in consideration for ONGC’s payment of costs related to construction and other activities it conducted in Ravva prior to the effective date of the Ravva production sharing contract (the ‘‘ONGC Carry’’). The question as to how the ONGC Carry is to be recovered and calculated, along with other issues, was submitted to an international arbitration tribunal in August 2002 which rendered a decision on the ONGC Carry in favor of the Contractor Parties whereas four other issues were decided in favor of GoI in October 2004 (the “Partial Award").

The GoI then proceeded to challenge the ONGC Carry decision before the Malaysian courts, as Kuala Lumpur was the seat of the arbitration. The Federal Court of Malaysia adjudicated the matter on October 11, 2011 and upheld the Partial Award. Per the decision of the arbital tribunal with regards to Partial Award, the Contracto Parties and the GoI were required to arrive at a quantification of the sums relating to each of the issues under the Partial Award. Also, the arbitral tribunal retained the jurisdiction for determination of any remaining issues in the matter.

Pursuant to the decision of the Federal Court, the Contractor Parties approached the Ministry of Petroleum and Natural Gas (“MoPNG”) to implement the Partial Award while reconciling the statement of accounts as outlined in the Partial Award. GoI failed to implement the Partial Award by way of 164

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC reconciling accounts as provided in the Partial Award ever since the Federal Court of Malaysia adjudicated in the Contractor Parties’ favour.

However, on July 10, 2014 MoPNG issued a show cause notice alleging that since the Partial Award has not been enforced the profit petroleum share of the GoI has been short-paid. MoPNG threatened to recover that amount from the sale proceeds payable by the oil marketing companies to the Contractor Parties. The Contractor Parties replied to the show cause notice taking various legal contentions. On March 9, 2015, a personal hearing took place between MoPNG and the Contractor Parties whereby the Contractor Parties expressed their concerns against such alleged unilateral recoveries and filed further written submissions on March 12, 2015.

Because the Partial Award did not quantify the sums, the Contractor Parties approached the same arbitral tribunal to pass a final award in the subject matter since it had retained the jurisdiction to do so. The arbitral tribunal has been reconstituted and the determination of the final award is sub judice before it. The reconstituted tribunal commenced hearings at the Hague on February 23, 2015 and the next hearing is due on September 24, 2015. While the Company does not believe the GoI will be successful in its challenge, if the arbitral award is reversed and such reversal is binding, we could be liable for approximately Rs. 3,981.6 million ($ 63.9 million).

Petitions have been filed in the Rajasthan High Court relating to sales tax

We have filed two writ petitions before the Rajasthan High Court seeking to set aside the letters and show cause notice issued by the Rajasthan Sales Tax Department demanding Rajasthan VAT on sales of crude oil alleging that the sales are intra-state sale (as opposed to an inter-state sale). Vide its interim order, the High Court directed us to appear before the Commissioner of Commercial Tax. The Commissioner confirmed the sales as intra-state sale. A 2% Central States Tax is currently being paid. A stay against the order of the Commissioner and show cause notices has been issued. The potential liability for tax and related interest for all periods until March 31, 2015 is approximately Rs. 30,746 million ($ 493.4 million). The next hearing in the matter will come up in due course of time.

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

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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.

Subsequent to the effectiveness of the scheme, a special leave petition (SLP) was filed by the Tax Department before the Supreme Court of India. Meanwhile the Regional Director of Companies, albeit a delay of more than 250 days, has also 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.

The Supreme Court of India has decided to hear the two petitions filed by the Centre and Income Tax Department challenging the merger on the grounds that the amalgamation was aimed at avoiding taxes. The conclusion of such hearings would settle whether such SLP/s are admitted or not for further hearing and adjudication on merit by Supreme Court of India. The company has opposed the petitions, arguing that the shares of the new companies are listed and are being traded for the last two years, hence amalgamation cannot be undone.

2. Prosecution Proceedings for alleged delay in filing of returns

Pursuant to the orders of both Madras High Court & Bombay High Court at Goa, the scheme of amalgamation and rearrangement amongst Sesa Goa Ltd, Sterlite India Industries & other group companies became effective in August 2013. In accordance with the various provisions and sanctions granted in such scheme, necessary steps were taken to give effect to such provisions and sanctions. One such step was to file revised return for amalgamated company i.e. Sesa Sterlite (earlier Sesa Goa) in respect of FY 2010-11 & 2011-12 which was accomplished during Feb & March 2014 i.e. within about 6 & 7 months respectively from the date of scheme becoming effective. However, Tax Authorities alleged that such returns should have been filed long back and even prior to such scheme becoming effective. After receipt of notices to such allegation, due response was made with providing complete background & clarity in the matter – and further presentation were made to the Tax Authorities. The matter was then taken before the High Court by way of Writ where High Court directed for the disposal of representation made by the company. Subsequently, the Higher Authority disposed off the representation by intimating that they may not be able to intervene in the matter as the same has not been referred to them by the lower authorities who have issued such notices.

The company has been advised that the prosecution proceedings would not survive since no legal provision has been violated by the company and further that company has indeed filed revised returns within very reasonable time.

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

Pursuant to survey happened in the premise of Cairn India Limited (“CIL”) on 15th of January, 2014, CIL received a show cause notice (dated 14.03.2014) issued under section 201 of the Income Tax Act (‘Act’) for alleged failure of CIL to deduct tax at source on the alleged short term capital gain arising out of the payments made to Cairn UK Holdings Limited (CUHL) for acquiring the shares of Cairn India Holdings Limited in financial year 2006-2007. Short term capital gain of approx. INR 24,503 Crores is proposed in the hands of Cairn UK Holdings Ltd;

The Company received an order dated 11 March 2015 from the Income Tax Department alleging failure of CIL to deduct tax at source on the alleged short term capital gain earned by CUHL of approx Rs. 24,503 Crore which to be taxed at the rate of 41.82%. The Tax Department quantified the tax 166

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC element at INR 10248 crore (USD 1636.01 mn) and interest component of INR 10247 crore (USD 1635.85 mn) making the aggregate demand of INR 20495 crore (USD 3271.86 mn).

Cairn India does not agree with the conclusion of the order and intends to protect the interest in terms of all possible options. Based on the advice received from Consultants/legal counsel, 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 .

Now as per advise from its Sr. Counsel, a Writ petition has been filed during the m/o April 2015 with the Hon’ble Delhi High Court with prayer for quashing of aforementioned order passed by the Tax department u/s 201 and directing tax authorities to not take any coercive steps for recovery of demand from Cairn India.

Delhi High Court heard the writ petition on 16th April 2015 and was convinced on merits of case. Attorney General (AG) argued that the issues of 201 notice issued beyond reasonable period & no capital gains considering cost of acquisition as fair value needs to be agitated before lower authorities. Against the total tax demand of 10,247 cr, department already has attached assets of CUHL worth ~ INR 4200 cr. (in the form of shareholding of CUHL in CIL and unpaid dividend). AG submitted that it is high value tax matter and balance amount of ~ INR 6000 cr to be secured by way of at least 50% in cash and 50% in the form of bank guarantee from CIL. With consent of both parties next date is granted as 29th April to decide this limited point.

Simultaneously, the company has filed its appeals before the CIT(A).

Further in the m/o March 2015, Vedanta Resources Plc filed a Notice of Claim against the GOI under the UK-India Bilateral Investment Treaty.

Furthermore, Company vide its letter dated 31 March 2015 notified CUHL & CEP of tax and interest assessed against it in respect of 2006 transactions governed by Share Purchase Agreement and Share Purchase Deed. We have asked for indemnification and payment from CUHL & CEP. However, both CEP & CUHL vide their latter dated 3 April 2015 denied any liability under the agreements. We are consulting Herbert Smith.

Cairn India believes that there could be no liability on account of not withholding the taxes in the year 2006-07 based on various provisions of law prevailing at the time of transaction. Company has approached to Hon’ble Delhi High Court against the said order and also exploring other optimal options to defend the interest of the Company in most appropriate manner.

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.

The Hon’ble Tribunal, vide its order passed during the m/o Sept 2013, rejected the review application. As regards the appeal before the High Court for both FY 07-08 & 08-09, the Hon’ble High Court declined to entertain most of the substantial questions raised by the Tax Department in the context of allegation of old vs. new unit / reconstruction. The High Court confined to admitting the questions relating to ‘manufacture’ or ‘production’. In view of the judicial precedents in various High Courts, it is anticipated that the appeal filed by the Tax Department would not be adversely decided against the company.

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC to pre-deposit 15% of tax due while admitting the writ petition and granting stay on the balance amount of demand.

The tax department has issued the draft assessment order for FY 2010-11 (during the m/o Feb 2015) since there was a transfer pricing adjustment amounting to INR 2.03 crore proposed by the Transfer Pricing Officer (TPO). In addition to the adjustments to the total income proposed by Transfer Pricing officer, the Assessing Officer also made disallowance for EOU (10B) profits (alleging that the process of conversion of Copper Anode to Copper Cathode cannot be construed as manufacture); expenses relating to exempt income.; education cess claimed as expenditure; resulting into demand of INR 122.98 crore (USD 19.67 mln) comprising tax component of INR 87.68 crore (USD 14.02 mln) and interest component of INR 35.30 crore(USD 5.65 mln).

Meanwhile, the company has filed, during m/o March 2015, a Writ petition before the jurisdictional High Court of Madras in the matter. The High Court has, vide its order issued during m/o March 2015, admitted the Writ and pending the disposal of the Writ, has directed that the company would file its objections against the said order and any order passed by the department would be kept in ‘sealed cover’. Thus, effectively, a stay has been granted against the aforesaid order until the disposal of the said Writ or till the further direction by the Court.

7. Cairn India Ltd (CIL): - Treatment of Condensate as a Gas - disallowance u/s 80IB 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 31Mar 2015 is approximately INR 2.82 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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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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Date of passing resolution in general AGM dated July 11,2015 meeting Date of passing of Board Resolution 29th July 2015 and 7th August 2015 Secured, Rated, Redeemable, Taxable, Non-Convertible Kind of Security Debentures Secured by way of first pari-passu charge on the specific Fixed Security Assets with minimum asset coverage of 1.25 times of the aggregate face value amount of Bonds outstanding at all 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 Valuer of Security N.A. Issue Size Rs. 2,000 Crores Issue Size Rs. 2000 crores Tenor 5 years from Deemed Date of Allotment Redemption Date 17th August 2020 Coupon Rate (payable per annum) 9.45% p.a. 1st: annual – 17 August, 2016 2nd : annual – 17 August, 2017 Coupon Payment Dates/Frequency 3rd: annual -17 August, 2018 4th: annual -17 August, 2019 5th: annual on maturity -17 August, 2020 Payment of interest and principal will be made by way of Settlement Cheque / DD / Electronic mode. Validity / Pay in The pay-in would be applicable upto 17 August, 2015. Proceeds of the issue may be utilised for repayment / prepayment of existing debt, various capex / operational payments and for general corporate purposes. Purpose and 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 17 August, 2015 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 171

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 17 August, 2015 2. Issue Closing Date 17 August, 2015 3. Pay – in – Date 17 August, 2015 4. Deemed Date of Allotment 17 August, 2015 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 9.45% Secured Redeemable Non-Convertible Debentures Issuer Vedanta Limited Secured, Rated, Non-Convertible, Non-Cumulative, Type of Instrument Redeemable, Debenture (NCD) Nature of Instrument Secured Seniority Senior Arranger SBI Capital Markets Limited Mode of Issue Private Placement 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; Eligible Investors 3. Insurance Companies; 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI); 5. Regional Rural Banks; 6. Mutual Funds;

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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 Proceeds of the issue may be utilised for repayment / prepayment of existing debt, various capex / operational Details of the utilization of the payments and for general corporate purposes. Proceeds Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets

A “Business Day / “Working Day” shall be a day on which commercial banks are open for business in the city of Mumbai. Business Day Convention

If any Coupon Payment Date, except the last coupon payment date, falls on a day that is not a Business Day, the payment

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shall be made by the Issuer on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date.

If the Redemption Date, also being the last Coupon Payment Date, of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with the interest accrued on the Bonds until the date of maturity.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date. Record Date 15 Days prior to each Coupon Payment / Redemption Date. The Company shall execute a Debenture Trust Deed in Form No. SH.12 or as near thereto as possible, in favour of the Debenture Trustee within sixty days of Deemed Date of Allotment of the Bonds and submit with Stock Exchange and Debenture Trustee / Bondholders, within five working days of execution of the same for uploading on its website.

In the event of delay in execution of Debenture Trust Deed within sixty days of Deemed Date of Allotment of the Bonds or delay in the creation of pari-passu charge on the security within 60 days from the Deemed Date of Allotment, the Security Creation Company shall refund the subscription with the Coupon Rate or pay penal interest at the rate of 2.00% p.a. over the Coupon Rate till these conditions are complied with, at the option of the Bondholders.

The Company shall create charge over specific fixed assets and file the same with ROC within 60 days of the deemed date of allotment. Provided that the charge as mentioned before has been created and filed with ROC, the company shall complete other procedural formalities, if any applicable, within a period not exceeding 180 days from deemed date of allotment. 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 Future Borrowings 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 174

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.

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. 1. Letter appointing Axis Trustee Services Limited, as Trustees to the Bondholders; 2. Debenture Trusteeship Agreement; 3. Debenture Trust Deed; 4. Rating Letter from CRISIL Ratings and another rating agency; 5. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in dematerialized form; 6. Tripartite Agreement between the Issuer, Registrar and Transaction Documents CDSL for issue of Bonds in dematerialized form; 7. Letter appointing Registrar and MoU entered into between the Issuer and the Registrar; 8. Application made to BSE for seeking its in-principle approval for listing of Bonds; 9. Listing Agreement with BSE; 10. Letter appointing SBI Capital Markets Limited, as Arranger to the Issue

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. The subscription from investors shall be accepted for Conditions Precedent to allocation and allotment by the Issuer subject to the Disbursement following:

1. Written consent letter from Axis Trustee Services Limited, conveying their consent to act as Trustees for the Bondholders; 2. Execution of Debenture Trustee Agreement 3. In-principle listing approval from BSE, for listing of

Bonds; 4. Rating Letter from CRISIL Ratings and another rating

agency; 5. Written consent letter from Karvy Computershare,

conveying their consent to act as Registrar to the 175

issue

6. Board and Shareholders Resolution of the Issuer as required under the Companies Act 2013 for issuance of the NCDs 7. 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 8. 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 9. Compliance with all applicable laws and regulations

pertaining to the issuance of the NCD. The Issuer shall ensure that the following documents are Conditions Subsequent to executed/ activities are completed as per time frame mentioned elsewhere in this Private Placement Offer Letter: Disbursement 1. Ensuring that the payment made for subscription to the Bonds is received from the bank account of the person/ entity subscribing to the Bonds and keep record of the bank accounts from where payments for subscriptions have been received. In case of subscription to the Bonds to be held by joint holders, application monies is received from the bank account of the person whose name appears first in the Application Form; 2. Maintaining a complete record of private placement offers in Form PAS-5 and filing the such record along with Private Placement Offer Letter in Form PAS-4 with the Registrar of Companies with fee as provided in Companies (Registration Offices and Fees) Rules,

2014 and with Securities and Exchange Board of India, within a period of thirty days of circulation of the Private Placement Offer Letter; 3. Filing a return of allotment of Bonds with complete list of all Bondholders in Form PAS-3 under section 42 of the Companies Act, 2013, with the Registrar of Companies within thirty days of the Deemed Date of Allotment along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014; 4. Credit of demat account(s) of the allottee(s) by number of Bonds allotted within two working days from the Deemed Date of Allotment; 5. Making listing application to BSE within 15 days from 176

the Deemed Date of Allotment of Bonds and seeking listing permission within 20 days from the Deemed Date of Allotment of Bonds; 6. Executing the Debenture Trust Deed in Form No. SH.12 or as near thereto as possible, in favour of the Trustee within sixty days of Deemed Date of Allotment of the Bonds and submit with BSE within five working days of execution of the same for uploading on its website. 1. Default in payment of monies due in respect of interest/principal in respect of the NCDs;

2. 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 Default If any other indebtedness of the Issuer to any other lender exceeding Rs. 100 Crores (Rupees One Hundred Crores Only) is not paid when due and the same is declared as an event of

default by that lender. The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws. The Trustees shall carry out its duties and

perform its functions as required to discharge its Role and Responsibilities of obligations under the terms of SEBI Debt Regulations, the Debenture Trustee Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty.

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising Governing Law and thereof shall be subject to the jurisdiction of district courts of Mumbai, Maharashtra Jurisdiction Clear Market Clause:

The company shall not conduct any additional fund raising, by issuance of Non-Convertible Debentures, within 15 days from Covenants the Deemed Date of Allotment

Credit Rating Covenants:

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In the event of a rating downgrade of the NCDs, issued under the present term sheet, by the rating agency post the issuance of debentures and at any point of time during the currency of the NCDs:

For each notch of rating downgrade ie. rating being one notch below the rating of the Debentures as on the date immediately before such downgrade, the coupon rate would stand increased by 0.25% over and above the prevailing coupon rate immediately prior to such rating downgrade;

In the event of a rating upgrade of the NCDs, issued under the present term sheet, by the same rating agency post a rating downgrade event and at any point of time during the currency of the NCDs:

For each notch of rating upgrade ie. rating being one notch above the rating of the Debentures as on the date immediately before such upgrade, the coupon rate would stand decreased by 0.25% below the prevailing coupon rate immediately prior to such rating upgrade, provided that at no time the coupon will be reinstated below the original coupon of the Debentures (ie. 9.45% p.a.)

In the event of a suspension / withdrawal of the rating of the NCDs, issued under the present term sheet, post the issuance of debentures and at any point of time during the currency of the NCDs:

The company shall get the Debentures rated by another credit rating agency acceptable to the Debenture holders, within a period of 90 days from the date of the suspension / withdrawal of the rating.

In case any of the “Covenants” is breached and continues breached for a period of 30 days from such breach coming to notice, or such period as may be mutually agreed between all Bondholders and Issuer, the Bondholder would reserve the right to recall the outstanding principal amount on the NCDs (ie. redemption at par) along with other monies/accrued interest due in respect thereof.

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1. Security Creation: In the event of delay in execution of Debenture Trust Deed within sixty days of Deemed Date of Allotment of the Bonds, the Company shall refund the subscription with the Coupon Rate or pay penal interest at the rate of 2.00% p.a. over the Coupon Rate till these conditions are complied with, at the option of the Bondholders. 2. Default in Payment: In case of default in payment of interest and/ or principal redemption on the due dates, the Company shall pay additional interest at the rate of 2.00% p.a. over the Coupon Rate for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually Additional Covenants paid. 3. Delay in Listing: The Company shall make listing application to BSE within 15 days from the Deemed Date of Allotment of the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment of Bonds. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Company shall pay penal interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the Bondholder(s).

The interest rates mentioned in above three covenants shall be independent of each other. The Company shall create a Debenture Redemption Reserve, out of the profits of the Company for payment of dividend, for the purpose of redemption of Bonds and shall invest or Debenture Redemption Reserve deposit the sums, in pursuance of clause (7) of rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, as applicable and amended from time to time. All rates of interest, Arranger/Investor fee and other charges to be made by the Company as mentioned herein are exclusive of service tax and/or any such levies / duties. Such service tax, other levies / duties, if any applicable (excluding Interest Tax, Service Tax, levies and income tax), shall be payable by the Issuer to the investor duties over and above the rates mentioned hereinabove. Income Tax or such other tax as may be required to be deducted at source under the Income Tax Act or any other applicable Act/Rules shall be deducted from the interest payable by the company.

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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 , 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.

BRIEF OFFER DETAILS

I. THE ISSUE The Company proposes to issue upto 20,000 Rated, Taxable, Secured, Listed, Redeemable, Non- convertible debentures of face value of Rs. 10 lakhs each, aggregating upto Rs.2,000 Crores.

II. UTILIZATION OF THE ISSUE PROCEEDS Proceeds of the issue may be utilised for repayment / prepayment of existing debt, various capex / operational payments and for general corporate purposes.

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

III. COUPON – 9.45% P.A.

IV. 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.

V. 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 and Hypothecation shall be executed within 60 days from the deemed date of allotment.

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VI. PROJECTED CASH FLOW PER DEBENTURE

Company Vedanta Limited Face Value (per security) Rs. 1,000,000 Issue Date/Date of Allotment 17 August, 2015 Redemption 17 August, 2020 Coupon Rate (Payable Annually) 9.45% p.a.

Frequency of the First interest on August 17,2016 and interest Payment with subsequently on August 17, every year specific dates till maturity

Day Count Convention Actual/Actual

Cash Flows Date Amount (in Rs.) 1st Coupon Wednesday, August 17, 2016 94,500 2nd Coupon Thursday, August 17, 2017 94,500 3rd Coupon Friday, August 17, 2018 94,500 4th Coupon Saturday, August 17, 2019 94,500 5th Coupon Monday, August 17, 2020 94,500 Principal Monday, August 17, 2020 1,000,000 NOTE: Payment dates are subject to change as per holidays declared in any particular year.

VII. 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 one or more 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. 181

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 “VEDANTA 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 Mumbai. 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.

Application under Power of Attorney

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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 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

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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 17th August 2015, interest shall be payable on annual basis with the first interest payment being made on 17th August 2016 and thereafter on 17th August annually till redemption and redemption on 17th August 2020. (These dates shall accordingly change with a change in the Deemed Date of Allotment or due to non-Working day, if any in any of those years)

Redemption Schedule* Redemption schedule is mentioned below (assuming Deemed Date of Allotment as 17th August 2015): Redemption Dates Redemption Price per Debenture

17th August 2020 Rs. 10,00,000/-

It is amply clarified that the Debentures would be redeemed by bullet repayment on final Redemption Date. * This may change due to change in Deemed Date of Allotment 184

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 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 185

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.

Permission/ Consent from Prior Creditors

The Company hereby confirms that it is entitled to raise money through current issue of Bonds without the consent/ permission/ approval from the Bondholders/ Trustees/ Lenders/ other creditors of the Company. The Company hereby undertakes that it shall seek consent from the existing charge holders, as may be applicable, for creation of security for the Bonds on pari passu basis.

Future Borrowings

As long as the Company maintains the stipulated security cover in respect of 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.

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 186

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.

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

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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 If any Coupon Payment Date, except the last coupon payment date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date.

In the event the Record Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Record Date.

Tax Deduction at Source 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 188

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 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.

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.

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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.

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 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.

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.

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.

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• 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

Proceeds of the issue may be utilised for repayment / prepayment of existing debt, various capex / operational payments and for general corporate purposes.

Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.

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8 ANNEXURES II – APPLICATION FORM

Application form Serial No: VL/NCD/15-16/1 Date: 17th August 2015

Mr. Rajiv Choubey Company Secretary and VP-Legal Vedanta Limited, DLF Atria, Phase-2, Jacaranda Marg DLF City, Gurgaon-122002, Haryana

ISSUE OPENS ON: 17 August, 2015 CLOSING ON: 17 August, 2015

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 2000,00,00,000 (Rupees Two Thousand Crores Only)

Having read and understood the contents of the Information Document / Private Placement Offer Letter 14th August 2015 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 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

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8 ANNEXURES II – APPLICATION FORM

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.

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

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8 ANNEXURES II – APPLICATION FORM

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 Drawn on Bank For all further correspondence please contact: The Compliance Officer, Vedanta Limited

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8 ANNEXURES II – APPLICATION FORM

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 : Vedanta Limited Bank Details : ICICI Bank Limited Bank Branch : MIDC , Andheri, Mumbai Account No. : 054451000039 IFSC Code : ICIC0000544

5. The Cheque(s)/Demand Draft(s) should be drawn in favour of "Vedanta Limited" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Mumbai.

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. VL 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.

196

/.nns TRUsTEE

ATSUCO/15-16/0041 Date : 24th Juty,20l5.

Vedanta Ltd Sesa Ghor, 20, EDC Complex, Patto, Panaji, Goa - 403001

Kind Attn : Mr. Deepak Kumar Agarwal Dear Sir,

Sub: Consent to act as Debenture Trustee for the proposed private placement of secured Redeemable, Non-Convertible Debentures aggregating 2000 irores

We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the above mentioned issue of Debentures having a tenure of more than one year and are agreeable to the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum and/or application to be made to the Stock Exchange for the listing of the said Debentures.

Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustees is purely its business decision and not an indication on the lssuer Company's standing or on the Debenture lssue. By consenting to act as Debenture Trustees'ATSL does not make nor deems to have made ,"pr"""nt"tion on the lssuer Company, its "ny Operations,the details and projections about the lssuer Company oi tn" Debentures under Offer made in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document. Applicants / Investors are advised to read carefully the Shelf Prospectus/ private placement offer letter/ Information Memorandum / offer Document and make their own enquiry,carry out due diligence and analysis about the lssuer Company, its performance and profitability and details in the Shelf piospectus/ private Placement offer letter/ Information Memorandum / Offer Document before taking their investment decision.ATSL shall not be responsible for the investment decision and its conJequence.

Yours Truly,

For Axis Trustee Services Limited

AXS IiUSIEE SEFI/ICES LID. (A who y owned subsidiary of Axis Bank) Corporate ldentity Number (ClN): U74999MH2008pLC182264 coRPoRATE & BEGISTERED OFFICE : Axis House, 2nd Floor, Wadia Intemational Centre, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 lEL: O22-2425 5215I2425 5215 Website: wt rw.axisbustee.com KdArcV\f$rffi:rtlwg;s

Juty 24, 20L5

The Diredor vedanta Limited (formerly known as Sesa Sterlite t / sesa Goa Limited) eurt, arrin"rt'f;i,led zur]lftuf" - !o'ng1.tu L wtng, 2,,, Floor, Chakala. Andheri (East), Mumbai _ 400 093

Sub: Consent to act o"b"ntrr", secured and "gg."!:tffillfl"Tr#I#::" " Listed Non convertibre Dear Sir,

We hereby give our consent to and Listed Non convenibre ,"""?.",:'ffi ];,T"$,:","":secured rs:hirr":;:::{ij'"""'Jn"[ments and/or .oo,n.,tr, Depositories jn this resard. ."#ffiI:llT::L1l'#J:#;T"r1'ff;

Thanking you,

For KARVY COMpUTERSHARE pVT. LTD

VARGHESE P.A. ZONAL HEAD - CORPORATE REGI5TRY

CC: National Securities Depository Limited I rade World_A Wing, Kamala Mills Compound Senapati Bapat Mar& Lower parel, Mumbai _ 400013

Central Depository Services (tndia) phiroze limited Jeejeebhoy Towers. 16," Floor, Dalal Street, Mumbai_400 001

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