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 of India Limited and The BSE Limited 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

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. 500,00,00,000/- (Rupees Five Hundred 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 minus 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

Issue Opens on October 07, 2016

Issue Closes On October 07, 2016

Allotment/Deemed Date of Allotment October 07, 2016

The Issuer reserves its sole and absolute right to modify (prepone/postpone) the above issue schedule without

giving any reason or prior notice.

2

PARTIES TO THE ISSUE

CREDIT RATING AGENCY

CRISIL Limited

CRISIL House, Central Avenue,

Hiranandani Business Parks,

Powai, Mumbai – 400 076

Ph: +91 22 3342 3000

Fax: +91 22 4040 5800

TRANSFER AGENT

Karvy Computershare Pvt Ltd

24-B, Rajabahadur Mansion 6,

Ambalal Doshi Marg

Behind BSE, Fort

Mumbai - 400 023

Ph: 022 – 6623 5454

Fax: 022 – 6633 1135

DEBENTURE TRUSTEES

Axis Trustee Services Limited

Axis House, 2nd Floor

Wadia International Centre

P B Marg, Worli

Mumbai – 400025

Ph: 022 – 2425 2525

Fax:022 - 2425 4200

3

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.

4

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

5

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

6

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

7

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

8

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.

9

TABLE OF CONTENTS

SR. NO.

Particulars

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 15-16, 14-15, & FY 13-14

b) Unaudited Financial Results of the issuer for the quarter ended 30.06.2016

c) Key financial parameters for the last 3 years and as on 30th June 2016- Consolidated & Standalone

d) Changes in accounting policies

e) Details of borrowings of the company as on 30th June 2016

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 2016

b) Changes in Capital Structure as on 30th June 2016, for the last 5 years

c) Equity share capital history of the company as on 30th June 2016, 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 2016

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

10

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 Term Sheet

II Declaration

III Application Form

IV Rating Letter & Rating Rationale

V Consent Letter from the Debenture Trustee

VI BSE In-principle for Listing

VII Board Resolution for NCD Issuance

VIII Copy of Shareholders Resolution

11

DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/

Us/VL

Vedanta Limited

Board/ Board of Directors/

Director(s) Board of Directors of Vedanta Limited

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

Ratings India Ratings and Research Private Limited

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 12,500 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 7,500 (Seven Thousand Five Hundred) Secured, Non-Convertible, Non-

Cumulative, Redeemable, Debentures of Rs.10,00,000/- each .

12

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 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

Private Placement of 7,500 Secured, Non-Convertible, Non-Cumulative,

Redeemable, Debentures of Rs.10,00,000/- each

Trustee AXIS Trustee Services Limited

13

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

Registered office

Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - 403 001

T +91-832 246 0600 F +91-832 246 0690

Corporate Office Vedanta, 75 Nehru Road, Vile Parle (East), Mumbai-400099

Website www.vedantalimited.com

Compliance Officer

Ms. Bhumika Sood Vedanta Limited, DLF Atria, Phase-2, Jacaranda Marg, DLF City, Gurgaon-122002, Haryana Phone No: 0124 4593518 Email Id: comp.sect@vedanta.co.in

Chief Financial Officer

Mr. G.R. Arun Kumar

Vedanta Limited, DLF Atria, Phase-2, Jacaranda Marg, DLF City, Gurgaon-122002, Haryana

Phone No: 0124 6773800

Email Id: arun.kumargr@vedanta.co.in

Debenture Trustee

Axis Trustee Services Limited 2nd Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel No.: (022) 2425 5215 Fax No.: (022) 2425 5216 Web: www.axistrustee.com Email: mithil.pattani@axistrustee.com

Registrar and Transfer Agents

Karvy Computershare Pvt Ltd Plot No. 17 to 24, Vithalrao Nagar, Madhapur Hyderabad – 500081 Tel No. +91 – 40 – 23420815 to 28 Fax No. +91 – 40 – 23420814 Website: www.karvycomputershare.com E-mail : jayaramanvk@karvy.com

14

1 ABOUT THE ISSUER

Contact Person: Mr. V. K. Jayaraman SEBI Regn No. INR000000221

Credit Rating Agencies for the NCD

CRISIL Limited Crisil House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400076

Statutory Auditors

S.R. Batliboi & Co. LLP Chartered Accountants 22, Camac Street, Block 'C', 3rd Floor, Kolkatta, 700 016

b) BRIEF SUMMARY OF THE ISSUER AND ITS LINE OF BUSINESS Vedanta Limited (“VL” or the “Company”) is the flagship operating of Vedanta Group - one of the world’s largest diversified natural resource groups. Its business spread 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 7.3 billion at July 30, 2016 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$ 2.0 billion as at July 30, 2016) Geographically, VL’s business operations are principally located in India, one of the fastest growing economies in the world with a 7.8% GDP growth in FY16. 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. 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 talented labor pools. VL is ideally positioned to focus and capitalize on India’s growth being 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

15

1 ABOUT THE ISSUER

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.

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.

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1 ABOUT THE ISSUER

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

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

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

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

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

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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 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;

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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.

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.

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.

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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 matured on October 30, 2014 and same were settled on October 30, 2014.

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.

On 22nd July 2016, the Boards of Vedanta Limited and Cairn India have approved revised and final

terms for the merger. As per to the revised term, each Cairn India minority shareholder will receive for

each equity share held:

- 1 equity share in Vedanta Limited; and

- 4 Redeemable Preference Shares with a face value of INR 10 in Vedanta Limited, with a coupon of

7.5% and tenure of 18 months from issuance.

In September 2016, equity shareholders of Cairn India and Vedanta Limited has approved the scheme

of Cairn India Limited and Vedanta Limited with requisite majority. The Scheme is now subject to the

approval of the jurisdictional High Courts and other regulatory approvals and is expected to be

effective by the end of this financial year.

d) PRESENT VEDANTA GROUP STRUCTURE

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Note: Shareholding based on basic shares outstanding as on 30 June 2016

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 operates ~ 27 per cent of India’s domestic crude oil production in FY 2015-16. Through its affiliates, the

company has been operating for over 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 numerous discoveries, 38 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, the three major discoveries in the Rajasthan block,

together, have a gross hydrocarbons initially-in-place of about 2.2 billion barrels of oil equivalent.

Cairn India has a portfolio of 8 blocks of which 7 blocks are in India - one in Rajasthan with multiple assets, two on the west coast and four on the east coast - and one in block in South Africa. Oil and gas is currently being produced from Rajasthan, Ravva in Andhra Pradesh and Cambay in Gujarat.

Where We Operate

The Company’s operational oil and gas fields are located at:

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Barmer (Rajasthan)

Ravva (Andhra Pradesh)

Cambay Basin (Gujarat)

Asset Portfolio

India’s largest private-sector crude oil producer , operating ~27% of India's annual crude oil production

Mangala field, in the Rajasthan block is the largest onshore crude oil discovery in India in last two decades

Gross Hydrocarbon Initially in place of 7.8 bn boe with gross 2P+2C resources of 1.3 bn boe

Focusing on monetizing the resource base through development efforts on key growth projects - Bhagyam Polymer, Aishwariya Polymer, RDG and Barmer Hill

MBA, Ravva, Cambay Fields have best in class Opex, high margin and resilient to price volatility

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 80% 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. Hindustan Zinc Limited has mining capacity of approx. 1 million tonne per annum and smelter capacities of 823,000 tonne per annum for zinc, 185,000 tonne per annum for lead, and 518 tonne per annum for silver. The Company is among the top five zinc smelting companies globally, and accounts for 6% of the global zinc output. 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 six captive power plants.

The Company has smelting facilities located in Chanderiya, Dariba and Debari 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 is a transition from opencast to underground mining underway 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 425 tonnes in FY2016. This year, we aim to increase silver production to 500 tonne, primarily due to higher contribution from Sindesar Khurd mine.

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 FY2017, we expect zinc production to be in the range of 170 – 190kt.

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At the Gamsberg Project, pre-stripping commenced in July 2015 in line with the re-phased plan, with pre-stripping and surface work to access the ore body progressing as scheduled. To date, we have excavated over 8 million tonnes of waste rock. Discussions are at an advanced stage with various EPC vendors for the concentrator plant and other mining and infrastructure packages. The first production is expected in early CY2018 followed by 9-12 months to ramp up to full production of 250 ktpa. The expected COP at Gamsberg is $1,000-$1,150 per tonne.

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 zinc – lead miner (based on considering Glencore and Glencore Xstrata together) and one of the leading lead producers globally 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 w.e.f 2012 in the FY 2014-15.

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

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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

In April 2014 Supreme Court lifted ban imposed on Iron Ore mining in Goa with an interim restriction on output to 20.0 mtpa for Goa. The company has started operations after obtaining the necessary approvals from August 2015.

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 36% domestic market share. 384kt copper cathodes have been produced at our Indian facilities in FY 2015-16, 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

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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 2016, where the first phase of metal tapping was conducted in 2014 and second phase of metal tapping is in process. Both the Jharsuguda-I and Korba-II smelters operated above their stated capacity during the year.

The smelters at our aluminium business unit in Chhattisgarh (BALCO) have access to captive power from the 540 MW thermal power plants. An additional 1,200 MW power plant has started production in FY 2015-16 wherein two units of 300 MW each will be used as captive.

Aluminium is seen as the metal of the future with the potential to be almost 100% recyclable, and as such it is often referred to as the “green metal”.

India’s aluminium demand is expected to grow at a rate of 11-12% CAGR over the course of the next 10 years, and is due to reach 5 million tonnes by 2020. 45% of the country’s domestic capacity remains unutilized due to shortages of bauxite, alumina and coal. This additional capacity could generate approximately $3.6 billion in revenue and substantially increase GDP in the states where mining takes place, as well as contribute $3.4 billion to the government budget.

We have strategically located our plants in the bauxite- and coal-rich regions of eastern India.

The aluminium division in Odisha is renowned for its high quality bauxite reserves and large coal reserves. The aluminium unit comprises a 1 million tonne alumina refinery at Lanjigarh, and is connected to a 75 MW captive power plant.

We have established 1.75 million tonne aluminium smelting facility at Jharsuguda. This 500 ktpa smelter is supplied by a 1,215 MW captive power plant.

Where We Operate

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

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

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based captive power plant, comprising three units of 660 MW each, in the state of Punjab. All the 3

units of 660 MW each has been commissioned in the month of Jan 2014, Nov 2015 & Sep 2016

respectively.

Where We Operate

Our Commercial Power generation business are located across India which includes 2,400 MW Jharsuguda Power Plant in Odisha, 600 MW BALCO power plant in Chhattisgarh, 100 MW MALCO power plant in Tamil Nadu and 274 MW HZL with power plants at various locations in India. We are also setting up a 1,980 MW Talwandi Sabo power plant in the state of Punjab and 1,200 MW thermal coal-based captive power plant in the State of Chhattisgarh

Asset Portfolio

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

f) OTHER GROUP COMPANIES

Cairn India Limited

Registered Address: 1st Floor, C wing, Unit 103, Corporate Avenue, Chakala, Andheri (East), Mumbai –

400 093, Maharashtra, India.

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 ~ 27 per cent of India’s domestic crude oil production in FY 2015-16. Through its affiliates, the

company has been operating for over 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 numerous discoveries, 38 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, the three major discoveries in the Rajasthan block,

together, have a gross hydrocarbons initially-in-place of about 2.2 billion barrels of oil equivalent.

Cairn India has a portfolio of 8 blocks of which 7 blocks are in India - one in Rajasthan with multiple assets, two on

the west coast and four on the east coast - and one in block in South Africa. Oil and gas is currently being

produced from Rajasthan, Ravva in Andhra Pradesh and Cambay in Gujarat

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

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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 fully ramp up in FY2016. All four unit of

300MW each have become operational.

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. All the 3 units of 660 MW

each has been commissioned in the month of Jan 2014, Nov 2015 & Sep 2016 respectively

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

Western Cluster Limited (WCL)

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1 ABOUT THE ISSUER

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, 2016

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1 ABOUT THE ISSUER

Australian Copper Mines

Our international copper operations include Mt. Lyell copper mine in Tasmania, Australia. The

operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident.

Subsequently, the operation at this mine had 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, , Lalita D Gupte, Anuradha Dutt, Ravi Kant and Tarun Jain..

Executive Directors

Anil Agarwal – Chairman Emeritus - Vedanta and Executive Chairman Vedanta Resources

Anil Agarwal, who founded the Vedanta group in 1976 was appointed as our Chairman Emeritus with

effect from April 1, 2014. Anil Agarwal is based in the United Kingdom. Anil Agarwal is also the

Executive Chairman of Vedanta and a Director of Sterlite Technologies Limited. Anil Agarwal was

previously our Chairman and Managing Director and Chief Executive Officer from 1980 until the

expiration of his term in October 2004, and was our Non-Executive Chairman until March 2014. Anil

Agarwal was also the Chief Executive Officer of Vedanta from December 2003 to March 2005. He has

over 40 years of experience as an industrialist and has been instrumental in the growth and

development of the Company since its inception.

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 SIIL. 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 34 years since its inception and has extensive experience in the natural resources industry. Mr. Agarwal plays a key role in the strategic and governance framework of the Group and provides leadership for its long-term planning, business development and capital planning. He has been instrumental in the growth of the Group, through world-scale organic projects as well as acquisitions. He 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 30 years of experience in general management and commercial matters. Navin 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 was appointed as our Chief Executive Officer and Whole Time Director with effect

from April 1, 2014. He is also the Chief Executive Officer of Vedanta Resources Plc, Non-Executive

Chairman of Konkola Copper Mines and Director of Vedanta Resources Holdings Limited. 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. Tom Albanese is also a member of the

Board of Directors of Franco Nevada Corporation and co-Chairperson of the Confederation of Indian

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1 ABOUT THE ISSUER

Industry National Committee on Mining for fiscal year 2017. In 2009, he joined the board of visitors for

the Fuqua School of Business at Duke University in North Carolina. He was conferred with the ‘Mining

Foundation of the Southwest’ 2009 American Mining Hall of Fame Award for his dedication,

knowledge, leadership and inspiration to his peers in the mining industry. He also holds a Bachelors

degree in Mineral Economics and a Masters degree in Mining Engineering from the University of

Alaska.

Board of Directors

Naresh Chandra – Independent Non-Executive Director

Naresh Chandra is one of our independent directors and was appointed to our Board with effect from March 29, 2014. He has served as India’s Ambassador to the United States of America and was the Cabinet Secretary to the GoI. Naresh Chandra is a post graduate, Master of Science in Mathematics from Allahabad University and a retired officer of the Indian Administrative Services. Mr. Chandra has held various senior positions such as the 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. He was also the recipient of the Padma Vibhushan award in 2007 by the President of India. Naresh 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, Eros International Films Private Limited, and EROS International Plc.

Lalita D Gupte – Independent Non-Executive Director

Lalita D. Gupte is one of our independent directors and was appointed to our Board with effect from

March 29, 2014. She is the former Joint Managing Director of ICICI Bank and is currently the

Chairperson of ICICI Venture Funds Management Company Limited. Ms. Gupte joined the Board of

ICICI Limited in 1994 as the Executive Director and remained on the Board as the Joint Managing

Director until 2002 when it merged with ICICI Bank. She was the Joint Managing Director of ICICI Bank

from 2002 until 2006. She has more than three decades of experience in the financial sector and has

held various leadership positions in areas of leasing, planning and resources and corporate banking.

She serves as a director on the Board of several companies including Godrej Properties Limited, Bharat

Forge Limited, ICICI Venture Funds Management Company Limited, Kirloskar Brothers Limited and

Chairperson of India Infradebt Limited. She holds a Bachelors degree in Economics and a Masters

degree in Business Management. She completed her advanced management program from INSEAD.

Anuradha Dutt - Independent Non-Executive Director

Anuradha Dutt is one of our independent directors appointed to our Board with effect from April 27,

2015. She is one of the founding partners of the law firm, M/s DMD Advocates (formerly known as

Dutt Menon Dunmorrsett) and has over 33 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 as Vice-Chairman of the Women’s Cricket, Delhi and District Cricket Association. She has

completed her Masters of Law from Columbia University, New York, USA, Bachelors of Law from Delhi

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1 ABOUT THE ISSUER

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 as a

partner at M/s DMD Advocates.

Ravi Kant – Independent Non-Executive Director

Ravi Kant is one of our independent directors and was appointed to our Board with effect from

January 28, 2014. 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. Mr. Kant retired as the Vice-Chairman of Tata

Motors Limited with effect from May 31, 2014. Prior to joining Tata Motors Limited, Mr. Kant was the

Director of Phillips India Limited looking after the consumer electronics division. He has also worked

with LML Limited, Titan Watches and other consumer and metal companies in senior positions. He is

the Chairman of the Indian Institute of Management, Rohtak and is associated with Business Schools

in Shanghai, Singapore, Kharagpur and Mumbai. He serves on the Board of Antar India Private Limited

and KONE Corporation. He 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. The business address of Ravi Kant is 114 B, NCPA Apartments, Nariman Point, Mumbai – 400

021, India.

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. Tarun Jain joined the Group in 1984 and has over 31 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. Tarun 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. Tarun Jain is also a director of Sterlite USA, BALCO, Cairn India, Vedanta Medical Research Foundation and Rajtaru Charity Foundation.

Senior Management Team

Dilip Golani – Director Management Assurance and Information Technology

Dilip Golani currently heads the Group’s Management Assurance Services function. He previously headed the sales and marketing division for HZL and group performance management function. Prior to joining the group in April 2000, Dilip Golani was member of the Unilever corporate audit team responsible for auditing Unilever group companies in Central Asia, Middle East and Africa region. Prior to that, he was responsible for managing operations and marketing functions for one of the exports businesses of Unilever India. Dilip Golani has over 28 years of experience and has previously worked with organizations like Union Carbide India Limited and Ranbaxy Laboratories Limited. Dilip Golani is a Bachelor in Mechanical Engineering and has completed his post-graduation in Industrial Engineering

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1 ABOUT THE ISSUER

and Management from National Institute of Industrial Engineering, Mumbai, India. The business address of Dilip Golani is Vedanta House, 75, Nehru Road, Vile Parle (East), Mumbai 400099, India.

G.R. Arun Kumar, Chief Financial Officer

G.R. Arun Kumar was the Deputy Chief Financial Officer of Vedanta since December 2013 and

effective October 1, 2016 is the Chief Financial Officer. He joined as the Chief Financial Officer of

Vedanta Aluminium in May 2013. He has around 21 years of experience in finance having worked in

companies like General Electric and Hindustan Unilever Limited. Prior to joining Vedanta Aluminium,

he was the Chief Financial Officer—Asia Pacific (Appliances and Lighting) for General Electric, based

out of Shanghai. G.R. Arun Kumar is a Bachelor of Commerce from Loyola University, Chennai and is a

fellow member of the Institute of Chartered Accountants of India.

Samir Cairae, Chief Executive Officer, Diversified Metals (India)

Samir Cairae was appointed as Chief Executive Officer, Diversified Metals (India) in January 2016. He

provides operational and strategic leadership for Vedanta Limited’s aluminium, copper, power and

iron ore divisions in addition to commercial and asset optimization functions. Prior to his appointment

at Vedanta Limited, Samir Cairae held various senior leadership positions in global operations at the

Lafarge group and Schlumberger Limited. He has wide experience in a number of corporate roles in

strategy, mergers and acquisitions, industrial operations, in managing both growth and turnaround

profit or loss roles in India, China, Philippines, France and has held senior positions in several complex

businesses, including listed companies. In his last role before joining Vedanta Limited, he was heading

the global industrial function for Lafarge’s 150 cement operations in over 45 countries and was based

in Paris. Samir Cairae holds a graduate degree in Electrical Engineering from Indian Institute of

Technology, Kanpur, and a Masters in Management from the Hautes Etudes Commercials School of

Management, Paris.

Suresh Bose, Head of Group Human Resources

Suresh Bose is the Head of Group Human Resources of the Group with effect from September 2015.

Suresh Bose has 24 years of extensive experience in human resources, of which 14 years have been

with the Vedanta Group where he has worked across different business units (including aluminium,

copper and corporate) in human resource specialist roles. Prior to joining Vedanta Limited, Suresh

Bose has been associated with HMT Limited, Larsen & Toubro Limited, Ford India Private Limited and

Mahindra & Mahindra Limited. He also brings international human resource work experience of four

years from Armenia Gold Recovery Company, Armenia. Suresh Bose has a dual Masters in Personnel

Management & Industrial Relations from Tata Institute of Social Sciences, Mumbai and Institute of

Social Studies, Hague, Netherlands.

Akhilesh Joshi - Chief Operating Officer and Whole Time Director, Hindustan Zinc Limited (HZL)

Akhilesh Joshi was appointed as the President of the Global Zinc Business in October 2015. He has 41

years of experience in the mining industry and joined HZL in 1976 and worked in various capacities at

both the underground and opencast mines of HZL. In February 2012, he became the Chief Executive

Officer of HZL. Prior to this, he was the Chief Operating Officer and Whole Time Director of HZL since

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1 ABOUT THE ISSUER

October 2008. He was the recipient of the ‘National Mineral Award’ from the GoI in 2006 for his

outstanding contribution in the field of mining technology and received the “Lifetime Achievement

Award” from the Indian Mining Engineering Journal in the year 2013. In the same year Akhilesh Joshi

received “Mining Engineer of the year” award from Mining Engineers Association of India and “HZL

Gold Medal award 2013” from Indian Institute of Metals for his significant contribution to the non-

ferrous metal sector in India. He has also been honored with “Business Today Best CEO Award (Core

Sector)” by Business Today Group in the year 2013. Akhilesh Joshi also has life membership from

institutions including Mining Engineers Association of India and Mining Geological and Metallurgical

Institute of India. Moreover he is also a fellow member of the Institution of Engineers India. He is also

the Director of Madanpur South Coal Company Limited. Akhilesh Joshi is a Bachelor of Engineering

(Mining) from M.B.M. Engineering College, Jodhpur and a Post Graduate Diploma in Economic

Evaluation of Mining Projects from School of Mines, Paris. He also has a first class Mine Manager’s

Certificate of Competency.

Sunil Duggal, Chief Executive Officer of Hindustan Zinc Limited

Sunil Duggal was appointed as the Chief Executive Officer of HZL in October 2015. He joined HZL in August 2010 and has been a significant driver of the company’s growth over the years. His dedicated efforts on sustainability front have created safety awareness and helped building a robust safety culture. A result oriented professional with experience of leading high performance teams, he has worked in various leadership positions for more than 20 years and has extensive experience in project management, operations, human resources and supply chain. Successfully drives efficiency and productivity whilst reducing costs and inefficiencies and deliver innovative solutions to challenges. He is currently the President of Indian Lead Zinc Association and Vice Chairman of International Zinc Association. He is the recipient of the ‘Rajiv Gandhi Award’ for environmental excellence. He has presented on a series of papers on utilization of waste such as fly ash, jarosite, slag and others, and on environment practices and concrete technology in various national and international forums. He designed and executed the construction of India’s first high volume fly ash concrete road with 60 % fly ash. Sunil Duggal is a Bachelor of Engineering (Electrical) from Thapar Institute of Engineering and Technology, Patiala. He has participated in a leadership development and management development program at the International Institute for Management Development, Lausanne, Switzerland and the Indian Institute of Management, Kolkata, India.

Amitabh Gupta, Chief Financial Officer of Hindustan Zinc Limited

Amitabh Gupta was appointed as the Chief Financial Officer of HZL in November 2011 and is responsible for its finance and accounting, legal and secretarial, treasury and investor relations, direct and indirect tax and information technology. Prior to this, he was the Chief Financial Officer of Moser Baer Solar Limited. He has over 29 years of experience in finance and has worked at companies including Cargill India, TeleTech India (Bharti Group) and Ranbaxy Laboratories Limited. He is a Bachelor of Commerce from Shriram College of Commerce, New Delhi. He was awarded the Best Chief Financial Officer in the metal sector in India by CNBC-TV18 in 2014. Amitabh Gupta is a member of the Institute of Chartered Accountants of India and the Institute of Cost Accountants of India.

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Deshnee Naidoo, Chief Executive Officer of Zinc International and Copper Mines of Tasmania

Deshnee Naidoo was appointed as the Chief Executive Officer of Zinc International and Copper Mines of Tasmania (CMT) in February 2015. Deshnee Naidoo has over 17 years of experience in the resources industry including platinum, thermal coal and manganese. Prior to joining the Group, she was with Anglo American as Chief Financial Officer - Thermal Coal in South Africa. She had previously held various technical and commercial positions across Anglo American. She was awarded the JCI/Anglo Platinum bursary in 1994 to study Bachelor of Science (Chemical Engineering) at University of Natal, Durban, South Africa. She joined Anglo American in 1998 as a trainee metallurgist at the Precious Metals Refinery and over a 16 year span she held various roles including Process Engineering (Corporate Office), Process Control, Strategic Long Term Planning, Corporate Finance, Chief Executive Officer’s Office and Chief Financial Officer - Thermal Coal at Anglo American in which her responsibilities entailed management of two commodity groupings (thermal coal and manganese) across three regions (South Africa, South America and Australia).

Roma Balwani - President, Group Communications, Sustainability & CSR

Roma Balwani was appointed the President – Group Communications, Corporate Social Responsibility

and Sustainability in August 2014. Prior to which she was the Executive Vice President – Group

Communications and Corporate Social Responsibility since April 2014. Prior to joining us, she was the

Chief Group Communications Officer at Mahindra & Mahindra. She carries more than three decades

of experience in corporate communications having led corporate communication in companies such as

APTECH Limited and Mahindra & Mahindra. She holds a Bachelors degree in Economics from Jai Hind

College and a Masters degree in Marketing Management from The University of Mumbai. She has

completed leadership programs at Harvard Business School and Michigan Ross Business School.

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, Rajagopal Kishore Kumar headed our copper business at Konkola

Copper Mines Plc since 2008 and Sterlite Copper India Limited since 2006. He has more than 31 years

of experience in accounting, marketing, supply chain management, merger and acquisitions and

business turnaround. Rajagopal Kishore 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, Rajagopal Kishore Kumar was employed by Hindustan

Unilever Limited for 12 years. Rajagopal Kishore 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 30 years of experience in aluminium industry. Prior to joining us,

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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, Abhijit 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.

Ramesh Nair, Chief Executive Officer - aluminium operations

Ramesh Nair was appointed the Chief Executive Officer of our aluminium operations at BALCO in June

2013. Prior to joining BALCO, he worked at Jindal Stainless Limited as its President and Executive

Director. Ramesh Nair has over 26 years of experience in the metals industry and has worked with the

Group for 13 years in multiple functions. He had earlier joined the Vedanta Group’s copper business in

the year 2000 and has varied experience in smelter operations, marketing and commercial. He was

appointed as the Chief Operating Officer of our copper units at Tuticorin and Silvassa in the year 2008

with independent charge of the copper business and MALCO as its Director. Prior to joining us,

Ramesh Nair worked at Essar Steel Limited. Ramesh Nair is a Bachelor of Technology (Electrical) from

the National Institute of Technology, Kurukshetra.

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Niranjan Kumar Gupta, Chief Financial Officer-aluminium and power

Niranjan Kumar Gupta was appointed the Chief Financial Officer of our aluminium and power business in July 2014. Prior to this, Niranjan Kumar Gupta worked at Unilever, London, where he was the Global Finance Director – Household Care Category and at PricewaterhouseCoopers. He has over 22 years of experience of which 2 years pertains to Vedanta Limited and 20 years in business finance, supply chain, commercial, accounting and procurement in Unilever. Prior to this, he was associated with PricewaterhouseCoopers for 3 years. He is a qualified Chartered Accountant, Cost Accountant and Company Secretary.

Ajay Dixit, Chief Executive Officer-Power business

Ajay Dixit was appointed the Chief Executive Officer of our power business in May 2015. He has 35

years of experience in the power industry and joined Vedanta Limited in May 2015. Prior to this, he

was the Chief Executive Officer – Energy with Siemens, responsible for the overall operations of South

Asia. He has wide experience in the field of entire energy chain comprising of power generation,

automation, transmission and distribution. He also has experience in manufacturing and setting up

plants in South Asia, Middle East and Africa. Ajay Dixit is a Bachelor of Engineering (Electrical) from

Delhi College of Engineering

Sudhir Mathur, Chief Financial Officer and acting Chief Executive Officer of Cairn India

Sudhir Mathur was appointed as the Chief Financial officer of Cairn India in September 2012. On May 20, 2016, Sudhir Mathur was appointed as the acting Chief Executive Officer of Cairn India with effect from June 5, 2016. He has over 30 years of experience working in various industries such as telecommunications, manufacturing, infrastructure and consulting. In addition to his role in the finance function, Sudhir Mathur is also responsible for commercial, legal, procurement and supply chain management, new business and program office at Cairn India. He began his career with PricewaterhouseCoopers in 1986. He joined Cairn India in 2012 as the Chief Financial Officer, prior to which he was the Chief Financial Officer and Head, Netco Business of Aircel Cellular Limited. Sudhir Mathur holds a Masters degree in Business Administration from Cornell University and a Bachelors degree in Economics from Sri Ram College of Commerce.

P. Ramnath, Chief Executive Officer - Copper operations at Tuticorin and Silvassa

P. Ramnath was appointed the Chief Executive Officer of our copper operations in Tuticorin and Silvassa in September 2011 and has over 33 years of experience in chemicals, manufacturing and paper industries. P. Ramnath joined our Group in September 2011. Prior to joining our Group, he worked at Jubilant Life Sciences, Praxair India, SNF Ion Exchange, Bakelite Hylam Limited and Reliance Industries Limited. Prior to joining us, he was the Chief Operating Officer of JK Paper Limited. He is also a Director of Malco Energy Limited, Sterlite Infra Limited (formerly known as Sterlite Paper Limited), Sterlite Ports Limited and Sterlite Infraventures Limited. P. Ramnath is a Bachelor of Technology from Osmania University, Hyderabad and a Post Graduate Diploma from the Indian Institute of Management, Bengaluru.

Anup Agarwal, Chief Financial Officer – Copper operations at Tuticorin and Silvassa Anup Agarwal was appointed as the Chief Financial Officer of our copper operations in Tuticorin and

Silvassa in January 2015. Anup Agarwal is a member of the Institute of Chartered Accountants of India

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and the Institute of Cost and Works Accountants of India. He has 19 years of post-qualification

experience in the manufacturing industry and joined Vedanta group in 2002. He has handled various

roles in our Group including leadership positions in finance verticals at BALCO, Jharsuguda and

Talwandi Sabo Power Limited before moving to our copper operations in Tuticorin and Silvassa.

DETAILS OF THE COMMITTEES OF THE BOARD

Audit Committee

Lalita D Gupte Chairman of the Committee

Ravi Kant Member

Naresh Chandra Member

Nomination & Remuneration Committee

Naresh Chandra Chairman

Ravi Kant Member

Lalita D Gupte Member

Navin Agarwal Member

Corporate Social Responsibility Committee

Naresh Chandra Chairman

Ravi Kant Member

Anuradha Dutt Member

Thomas Albanese Member

Tarun Jain Member

Stakeholders Relationship Committee

Anuradha Dutt Chairperson of the Committee

Lalita D Gupte Member

Risk Management Committee

Thomas Albanese Member

Tarun Jain 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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39

2 MANAGEMENT PERCEPTION OF RISK FACTOR

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

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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

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interpretation of applicable law by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement, policy change or adverse interpretation by any regulator could have an adverse effect on the market for and the price of the Debentures.

Further, the SEBI, the National Stock Exchange/Bombay Stock Exchange, ROC or other regulatory authorities may require clarifications on this Offer Letter, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected.

c) RISK FACTORS IN RELATION TO THE ISSUER AND INDUSTRY

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

Risks Relating to the Business of the Issuer

Licenses and Approvals

Our operations are subject to governmental, health and safety and environmental regulations, which require us to obtain and comply with the terms of various approvals, licenses and permits. Any failure to obtain, renew or comply with the terms of such approvals, licenses and permits in a timely manner may have a material adverse effect on our business, results of operations and financial condition

Numerous governmental permits, licenses, approvals and leases are required for our operations as the industries in which we operate and seek to operate are subject to numerous laws and extensive regulation by national, state and local authorities in jurisdictions including India, Sri Lanka, Australia, Namibia, South Africa, Ireland, Liberia and any other jurisdictions where we may operate in future. Our operations are also subject to laws and regulations relating to employment, the protection of health and safety of employees as well as the environment, including conservation and climate change.

Our oil and gas, exploration and mining activities depend on the grant or renewal of various exploration and mining licenses and production sharing contracts and other regulatory approvals that are valid for a specific period of time. In addition, such licenses and contracts contain various obligations and restrictions, including restrictions on assignment or any other form of transfer of a mining lease or on the employment of a person who is not an Indian national. Furthermore, under the terms of the production sharing contracts, we are obliged to sell our entitlement to crude oil in the domestic Indian market until such time as the total availability of the crude oil and condensate from all domestic petroleum production activities meets the total national demand and India achieves self-sufficiency. There is currently a mismatch between the demand and the supply for crude oil in India, with the demand outweighing the domestic production of crude oil, and this mismatch is expected to continue in the long term. However, to the extent our Indian blocks yield crude oil that is not suitable for processing by refineries in India, it may be difficult for us to monetize such domestic crude oil reserves and this could have a material adverse effect on our oil and gas business, financial condition or results of operations.

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

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progressive introduction of carbon emissions trading mechanisms and tighter emission reduction targets, may raise energy costs and costs of production over the coming years.

Any failure to comply with applicable laws, regulations or recognized international standards, or to obtain or renew the necessary permits, approvals and leases may result in the loss of the right to operate our facilities or continue our operations, the imposition of significant administrative liabilities, or costly compliance procedures, or other enforcement measures that could have the effect of closing or limiting production from our operations.

Any prolonged closure of our operations could have a material adverse effect on our businesses, results of operations, financial condition or prospects or may result in the recognition of an impairment of our assets.

Political, Legal, Regulatory and Social Risks

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

Changes in local laws

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

Asset concentration Risks

We have significant asset concentration risks, and any interruption in the operations at those assets could have a material adverse effect on our results of operations and financial condition

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

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

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acquisitions, which projects, expansions and acquisitions are subject to additional risks that could adversely affect our business, financial condition and results of operations.

As part of our growth strategy, we intend to continue to pursue acquisitions to expand our business. There can be no assurance that we will be able to identify suitable acquisition, strategic investment or joint venture opportunities, obtain the financing necessary to complete and support such acquisitions or investments, integrate such businesses or investments satisfy regulatory requirements for such acquisitions or that any business acquired will be profitable. If our planned expansions and new projects are delayed, or if we experience cost overruns in our projects, our results of operation and financial condition may be materially and adversely affected.

Competitive Risks

If we are unable to secure additional reserves of oil and gas, zinc, copper, iron ore and bauxite that can be extracted at competitive costs or cannot extract existing reserves at competitive costs, our profitability and operating margins could decline.

We may not be able to accurately assess the geological characteristics of any reserves that we acquire, which may adversely affect our profitability and financial condition.

Our future production depends significantly upon our success in finding or acquiring and developing additional reserves adopting and using the appropriate technology. If we are unsuccessful, we may not meet our production targets which could adversely affect our results of operations and financial condition.

Operational Risks

Our operations are subject to risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, power generation, mining and oil exploration. We are subject to operating conditions and events beyond our control that could, among other things, increase our mining, transportation or production costs, disrupt or halt operations at our mines and production facilities permanently or for varying lengths of time or interrupt the delivery of our products to our customers.

Operational Risks

Our operations are subject to risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, power generation, mining and oil exploration. We are subject to operating conditions and events beyond our control that could, among other things, increase our mining, transportation or production costs, disrupt or halt operations at our mines and production facilities permanently or for varying lengths of time or interrupt the delivery of our products to our customers.

Third Party: We depend on third parties for the construction, delivery and commissioning of the power facilities, supply and testing of equipment and transmission and distribution of electricity that we generate, which is beyond our control. We further depend on Third Parties to supply of a portion of our raw material requirements, for the continuance of certain iron ore mining leases, and for execution of our projects and supply of equipment and services, as well as for offtake of our production volumes

Price volatility and changes in tariff policy. As we sell the power we generate in the open market (rather than to captive schemes), we are exposed to spot prices, which are subject to factors beyond our control.

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Power purchase agreements. The power purchase agreements and other agreements that we have entered into, or may enter into may require us to guarantee certain minimum performance standards, such as plant availability and generation capacity, to the power purchasers.

Power transmission. Lack of strong power transmission infrastructure could restrict our power generation volumes.

Regulatory compliance. Power generation in India is a regulated industry. In particular, national and state regulatory bodies and other statutory and government mandated authorities may, from time to time, impose minimum performance standards upon us. Failure to meet these requirements could expose us to the risk of penalties, including, in certain instances, plant shut downs.

Accidents at mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities. Any accidents or explosions causing personal injury, property damage or environmental damage at or to our mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities may result in expensive litigation, imposition of penalties and sanctions or suspension or revocation of permits and licenses.

Strikes and industrial actions or disputes. The majority of the total workforce of our consolidated group of companies is unionized. Strikes and industrial actions or disputes have in the past and may in the future lead to business interruptions and halts in production.

We are exposed to competitive pressures in our various business segments in which we operate which could result in lower prices or sales volumes of the products we produce, which may cause our profitability to suffer

Defects in title or loss

Our ability to mine the land on which we have been granted mining lease rights and to make use of our other industrial and office premises is dependent on the acquisition of surface rights. Surface rights and title to land are required to be negotiated separately with land owners, although there is no guarantee that these rights will be granted. Any delay outside of the ordinary course of business in obtaining or inability to obtain or any challenge to the title or leasehold rights to surface rights could negatively affect our business, financial condition or results of operations. In addition, there may be certain irregularities in title in relation to some of our owned and leased properties.

Third party interests in our subsidiary companies, restrictions due to stock exchange listings of our subsidiary companies as well as third party interest in assets of our subsidiary companies will restrict our ability to deal freely with our subsidiaries or such assets of our subsidiary companies, which may have a material adverse effect on our results of operations and financial condition: We do not wholly own all of our operating subsidiaries, although we hold the majority of the total outstanding share capital in all of our subsidiaries. Although we have direct or indirect management control of HZL, BALCO, Black Mountain Mining and Cairn India, each of these companies has other shareholders who, in some cases, hold substantial interests.

Update Costs:

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

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

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continue to invest in newer technologies and equipment and are successful at integrating such newer technologies and equipment to make our operations more efficient, our cost of production relative to our competitors may increase and we may cease to be profitable or competitive. Newer technologies and equipment are expensive and the necessary investments may be substantial. Moreover, such investments entail additional risks including whether they will reduce our cost of production sufficiently to justify the capital expenditures to obtain them, or whether they will result in achieving the objective of using such technology.

Restrictive Covenants:

We are subject to restrictive covenants for the credit facilities including term loans and working capital facilities provided to us and our subsidiaries. There are restrictive covenants in agreements which we have entered into with certain financial institutions for our borrowings and for borrowings by our subsidiaries. These restrictive covenants among others, require us to maintain certain financial ratios and seek the prior permission of these financial institutions for various activities, including, among others, any change in our capital structure, issue of equity, preferential capital or debentures, raising any loans and deposits from the public, undertaking any new project, effecting any scheme of acquisition, merger, amalgamation or reconstitution, implementing a new scheme of expansion or creation of a subsidiary. If the covenants are not complied with we may be required to repay the amount borrowed from such lenders immediately. Such restrictive covenants may restrict our operations or ability to expand and may adversely affect our business, financial condition or results of operations.

We maintain insurance which we believe is typical in the respective industries in which we operate and in amounts which we believe to be commercially appropriate. Nevertheless, we may become subject to liabilities against which we may not have adequate insurance coverage or at all. Our insurance policies contain certain customary exclusions and limitations on coverage which may result in our claims not being honored to the full extent of the losses or damages we have suffered.

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Risks Relating to our Industry

Commodity prices and the copper TcRc may be volatile, which would affect our revenue, results of operations and financial condition.

Similarly, for the portion of our alumina requirements sourced internally, our profitability is dependent upon the LME price of aluminium, less the cost of production, which includes the cost of mining bauxite, the refining of bauxite into alumina, transportation of bauxite and alumina and smelting of alumina into aluminium. For the portion of our alumina requirements sourced from third parties, our profitability is dependent upon the LME price of aluminium, less the cost of the sourced alumina and the cost of smelting. The market price of the alumina that we purchase from third parties and the market price of the aluminium metals that we sell have experienced volatility in the past and any increases in the market price of the raw material relative to the market price of the metal that we sell would adversely affect the profitability and operating margins of our aluminium business, which could have a material and adverse effect on our business, financial condition or results of operations.

There are numerous uncertainties inherent in estimating crude oil and natural gas reserves. Reservoir engineering follows a subjective process of estimating underground accumulations of crude oil and natural gas. It is well understood that these cannot be measured in an exact manner. These risks are gradually mitigated through enhanced understanding of the reservoirs, achieved by undertaking additional work. Reserves estimation involves a high degree of judgment and it is a function of the quality of the available data and the engineering and geological interpretation. Results of drilling, testing and production may substantially change the reserve estimates for a given reservoir over a period of time. For these reasons, actual results may vary substantially. Such variation in results may materially impact our actual production, revenue and expenditures.

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

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

Risks Relating to Our Relationship with Vedanta

We are controlled by Vedanta and our other shareholders’ ability to influence matters requiring shareholder approval will be extremely limited. We are a majority-owned and controlled subsidiary of Vedanta. Volcan Investments Limited, or Volcan holds 62.47% of the share capital and 69.7% of the voting rights of Vedanta as of July 15, 2016. 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. Vedanta shares beneficially owned by Volcan may be deemed to be beneficially owned by the Trust, of which Mr. Anil Agarwal is the protector and with effect from October 16, 2014, one of the beneficiary. Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship

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agreement that seeks to facilitate the carrying on of Vedanta’s business independently of Volcan, its direct and indirect shareholders, and their respective associates, or as collectively referred to below, the Volcan Parties. Vedanta.” However, we cannot assure you that Vedanta, and in turn we, will be able to operate completely independently of the Volcan Parties, despite the relationship agreement, which lack of independence 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, in such circumstances, 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 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 Company’s Audit Committee. The Audit Committee is aided by the CFO Committee and the Risk Management Committee, which meets regularly to review risks as well as the progress against the planned actions Key business decisions are discussed at the periodic meetings of the CFO Committee and the Executive Committee. 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

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Identify risk accumulations

Provide management with reliable information on the Group’s risk situation

Improve financial returns

Treasury management

The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyses 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.

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. The commodity price risk in import of Cu Concentrate & Alumina is hedged on back-to back basis ensuring no price risk for the business. Entities with integrated operations aim to achieve the monthly average of the commodity prices for sales realization. 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 into 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 and on the refinancing of fixed rate debt. 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.

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

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

Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk. Additionally, the investments portfolio is independently reviewed by CRISIL Limited, and our investment portfolio has been rated as “Very Good” meaning highest safety. 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, 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 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 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

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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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3 FINANCIAL INFORMATION ABOUT THE COMPANY

a) AUDITED ANNUAL FINANCIAL RESULTS OF THE ISSUER

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3 FINANCIAL INFORMATION ABOUT THE COMPANY

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3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Rs. in Crores

Particulars As at

March 31, 2015

As at March 31, 2014

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

(c) Other long-term liabilities 1,224.14

1,399.48

(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

(c) Other current liabilities 15,283.17

21,224.14

(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

ASSETS

56

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

(c) Non-current investments 213.44

208.63

(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

(c) Trade receivables 3,605.13

4,619.64

(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

57

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Rs. in Crores

Particulars Year ended March 31,

2015

Year ended March 31,

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

58

3 FINANCIAL INFORMATION ABOUT 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

59

3 FINANCIAL INFORMATION ABOUT THE COMPANY

60

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Consolidated 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

(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 amortisation expense

7,159.16

6,882.32

-Exploration costs written off 1,098.04

279.67

- Dividend on investments

(0.14)

(0.72)

- Loss on deemed disposal

8.45

-

- Interest income

(1,026.51)

(1,314.61)

- Finance costs (excluding net loss on foreign currency transactions and translation)

5,485.91

4,692.90

- 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 of current investments

18.98

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 Associate

(4.09)

(1,081.93)

61

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

(1,15,057.30)

(1,02,919.74

)

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

62

3 FINANCIAL INFORMATION ABOUT 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

63

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Amalgamation - 1,444.10

Cash and cash equivalents at the end of the year (as per Accounting Standard 3: Cash flow statements)

1,098.27

1,382.00

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

64

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Standalone Balance Sheet for Vedanta Limited (As on March 31, 2016)

65

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Standalone Profit and Loss for Vedanta Limited (For the year ended March 31, 2016)

66

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Rs. in Crores

Particulars As at

March 31, 2015

As at March 31,

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)

-

-

(c) Other long-term liabilities

202.59

393.33

(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

(c) Other current liabilities

5,529.19

12,375.27

(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

67

3 FINANCIAL INFORMATION ABOUT 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

(c) Long-term loans and advances

3,319.22

9,905.52

(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

(c) Trade receivables

1,157.69

1,303.65

(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

68

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Rs. in Crores

Particulars Year ended

March 31, 2015

Year ended March 31, 2014

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)

Power and fuel 4,433.05

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

2.43

130.88

69

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

70

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Standalone Cash Flow for Vedanta Limited (For the year ended March 31, 2016)

71

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

- 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

72

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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)

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

73

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

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

74

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Closing balance of Cash and cash equivalents 464.14

2,110.36

75

3 FINANCIAL INFORMATION ABOUT THE COMPANY

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2016 OF THE ISSUER

76

3 FINANCIAL INFORMATION ABOUT THE COMPANY

77

3 FINANCIAL INFORMATION ABOUT THE COMPANY

78

3 FINANCIAL INFORMATION ABOUT THE COMPANY

79

3 FINANCIAL INFORMATION ABOUT THE COMPANY

80

3 FINANCIAL INFORMATION ABOUT THE COMPANY

b) KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2016 (CONSOLIDATED & STANDALONE)

i. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2016 (CONSOLIDATED) *

Sr No. Parameters

Quarter

ended

June'16

2015-16 2014-15 2013-14

1 Networth 46,192.63 44,672.32 53,875.27 73,008.66

2 Total Debt 76,953.24 77,952.03 77,752.30 80,566.04

3 - Long Term Borrowing

(Non-Current)43,483.77 50,457.30 52,025.20 54,965.77

4 - Short Term Borrowing 27,423.62 20,899.26 19,940.71 17,394.53

5 - Current Maturities of

Long Term Borrowing6,045.85 6,595.47 5,786.39 8,205.74

6Non Current Liabilities

(excluding 3)3,668.42 7,099.95 6,896.69 8,362.71

7Net Fixed Assets

(including CWIP)92,356.16 94,365.13 91,066.09 91,094.80

8Non Current Assets

(excluding 7 and 14)16,584.39 21,314.80 18,768.78 20,379.55

9Cash and Cash

Equivalents2,489.91 3,675.71 5,696.28 7,685.50

10 Current Investments 45,858.88 46,529.37 39,392.60 37,700.95

11Current Assets (excluding

9 and 10)19,614.76 16,459.46 17,568.98 18,124.91

12Current Liabilities

(excluding 4 and 5)20,290.54 25,285.49 16,228.42 18,408.71

13 Minority Interest 35,649.68 32,967.40 35,529.74 33,797.45

14Goodwill on

Consolidation5,850.69 5,632.72 17,789.69 39,238.32

15 Net Sales 15,309.15 64,433.55 73,709.50 66,152.41

16 EBITDA 3543 15,012.00 22,225.59 20,912.67

17 EBIT 2,050.96 8,301.06 17,862.59 14,030.35

18 Finance Cost 1,393.06 5,704.49 5,658.78 5,094.41

19 PBT 1,648.00 -5,704.01 -9,925.12 9,492.53

20

PAT (including share of

Profit of Associate and

excluding minority

Interest)

614.51 -9,323.44 -15,645.77 6,298.51

21Dividend amounts

(including Tax)- 2,820.35 1,614.37 1,152.67

22 Current ratio (Note 1) 1.26 1.26 1.49 1.44

23Interest coverage ratio

(Note 2)2.90 5.52 3.16 3.26

24Gross debt/equity ratio

(Note 3)0.93 1.74 1.44 1.1

25Debt Service Coverage

Ratios (Note 4)0.54 1.9 1.56 1.1

81

3 FINANCIAL INFORMATION ABOUT THE COMPANY

ii. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2016 (STANDALONE) *

Sr No. ParametersQuarter ended

June'16 2015-16 2014-15 2013-14

1 Networth 40,396.55 43,908.56 34,057.87 33,678.82

2 Total Debt 45,321.78 42,448.20 37,643.79 38,943.35

3 - Long Term Borrowing (Non-

Current)24,112.89 23,316.42 21,770.63 20,534.22

4 - Short Term Borrowing 18,944.05 16,275.29 13,113.72 13,234.09

5 - Current Maturities of Long

Term Borrowing2,264.84 2,856.49 2,759.44 5,175.04

6Non Current Liabilities

(excluding 3)766.43 1199.34 204.4 395.59

7Net Fixed Assets (including

CWIP)40,895.30 44,246.20 39,548.02 39,911.36

8Non Current Assets (excluding

7)43,699.37 35,246.72 29,477.91 32,429.03

9 Cash and Cash Equivalents 775.95 642.56 464.14 2,110.36

10 Current Investments 431.52 698.9 376.27 348.08

11Current Assets (excluding 9 and

10)8,477.78 15,144.85 8,668.06 8,690.85

12Current Liabilities (excluding 4

and 5)7,795.16 8,423.13 6,628.34 10,471.92

13 Net Sales 7,110.14 29,810.62 32,502.41 28,536.53

14 EBITDA 1,064.00 3,923.00 4,689.08 2,856.79

15 EBIT 761.79 2705.03 5,625.83 1,352.00

16 Finance Cost 907.39 3,541.36 3,655.93 3,564.96

17 PBT -119.79 5,479.90 1,967.47 -1,071.65

18 PAT -119.79 5,471.88 1,927.20 1,076.09

19Dividend amounts (including

Tax) - 1038.66 1,217.79 963.58

20 Current ratio (Note 1) 0.33 0.6 0.42 0.39

21 Interest coverage ratio (Note 2) 1.2 3.59 1.54 0.61

22 Gross debt/equity ratio (Note 3) 1.12 0.97 1.1 1.16

23Debt Service Coverage Ratios

(Note 4)0.34 2 0.88 0.21

82

3 FINANCIAL INFORMATION ABOUT THE COMPANY

iii. KEY FINANCIAL PARAMETERS AS ON 30TH JUNE 2015 (CONSOLIDATED)

Sr No.

Parameters Quarter ended June'15

2014-15 2013-14 2012-13

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

3 - Long Term Borrowing (Non-Current)

44,891.86 52,025.20 54,965.77 1,179.16

4 - Short Term Borrowing 23,895.06 19,940.71 17,394.53 3,651.90

5 - Current Maturities of Long Term Borrowing

10,742.88 5,786.39 8,205.74 7.61

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

8 Non Current Assets (excluding 7 and 14)

19,490.93 18,768.78 20,379.55 16,374.00

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

20 PAT (including share of Profit of Associate and excluding minority Interest)

865.94 (15,645.77) 6,298.51 2,280.25

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

83

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Sr No.

Parameters Quarter ended June'15

2014-15 2013-14 2012-13

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

3 - Long Term Borrowing (Non-Current)

20,175.92 21,770.63 20,534.22 1,179.16

4 - Short Term Borrowing 17,119.14 13,113.72 13,234.09 3,651.91

5 - Current Maturities of Long Term Borrowing

2,868.78 2,759.44 5,175.04 -

6 Non Current Liabilities (excluding 3)

200.79 204.40 395.59 14.53

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

11 Current Assets (excluding 9 and 10)

9,918.83 8,668.06 8,690.85 1,344.09

12 Current Liabilities (excluding 4 and 5)

7,107.51 6,628.34 10,471.92 565.92

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

23 Debt Service Coverage Ratios (Note 4)

0.39 0.88 0.21 1.20

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)

84

3 FINANCIAL INFORMATION ABOUT 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

85

3 FINANCIAL INFORMATION ABOUT THE COMPANY

i. Details of Secured Loan Facilities as on 30th June 2016:

(Rs. Crs unless otherwise specified)

Lender’s Name Type of Facility

Principal amount

outstanding

Repayment Date/ Repayment

Schedule Details of Security

HDFC Bank Buyers Credit

631.37 Repayable in FY 2016-17

First charge by way of hypothecation of the Company’s entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such 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.

ICICI Bank Buyers Credit

4,781.98 Repayable in FY 2016-17

SBI Bank Buyers Credit

1,966.22 Repayable in FY 2016-17

Axis Bank Buyers Credit

522.99 Repayable in FY 2016-17

Yes Bank Buyers Credit

168.99 Repayable in FY 2016-17

DBS Bank Buyers Credit

72.00 Repayable in FY 2016-17

State Bank of India

Cash Credit

330.18 Repayable on Demand

ICICI Bank Cash Credit

2.34 Repayable on Demand

Yes Bank Cash Credit

0.24 Repayable on Demand

Standard Chartered Bank

EPC 135.00 Repayable in FY 2016-17

HDFC Bank EPC 200.64 Repayable in FY 2016-17

DBS Bank EPC 150.58 Repayable in FY 2016-17

HDFC Bank EPC 400.00 Repayable in FY 2016-17

Canara Bank Term Loan

625.00

Repayable in 16 Quarterly Installments staring from March 2015 and ending in Dec-2018

2nd Pari Passu charge on specific fixed assets of the company related to 2400 MW power project in Jharsuguda.

Axis Bank Term Loan

990.00 Payable by way of structured quarterly instalments starting from March 31,2016 and ending on December 2030.

First Pari Passu Charge by way of Mortgage / Hypothecation of the

immovable/ movable assets of Aluminium Division.

Vijaya Bank Term Loan

495.00

State Bank of Hyderabad

Term Loan

198.00

State Bank of Term 297.00

86

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Patiala Loan

Bank of India Term Loan

1,635.00

Payable in 6.25 years by way of structured quarterly instalments starting from December 31,2014 and ending on December 2020.

First Pari Passu Charge by way of Mortgage / Hypothecation of the immovable/ movable assets of Aluminium Division.

Syndicate Bank Term Loan

876.38

Bank of Baroda Term Loan

1,710.00

SBBJ Term Loan

427.50

Union Bank of India

Term Loan

850.00

State Bank of India

Term Loan

4,687.50

Payable in 7.25 years by way of structured quarterly instalments starting from December 31,2014 and ending on December 2021.

First Pari Passu Charge by way of Mortgage / Hypothecation of the immovable/ movable assets of Aluminium Division.

State Bank of India

Term Loan

1,250.00

Payable by way of structured quarterly instalments starting from March 31,2018 and ending on December 2025.

First Pari Passu Charge by way of Mortgage / Hypothecation of the immovable/ movable assets of Aluminium Division.

Axis Bank Term Loan

2,000.00

Payable by way of 10 equal half yearly instalments starting from November 30,2016 and ending on April 2021

First Pari Passu Charge by way of Mortgage / Hypothecation of the immovable/ movable assets of Aluminium Division.

Corporation Bank Term Loan

427.50

Payable by way of structured quarterly instalments starting from December 31,2015 and ending on December 2020.

First Pari Passu Charge by way of Mortgage / Hypothecation of the immovable/ movable assets of Aluminium Division.

Standard Chartered Bank

ECB 80.33

Apr-17

Subservient pari Passu Charge on all present and future movable fixed assets of the Borrower in relation to Jharsuguda Aluminium Smelter.

ICICI Bank Limited

ECB 33.81

ICICI Bank Limited

ECB 46.52

CTBC Bank Co. Ltd.

ECB 36.33

National Bank of Abu Dhabi

ECB 101.42

Syndicate Bank London Branch

ECB 135.23

Taishin International

ECB 13.52

87

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Bank Co. Ltd

Hua Nan Commercial Bank Ltd.

ECB 6.49

Bank of Baroda ECB 76.00

EXIM ECB 135.23

The Shanghai Commercial & Saving Bank Ltd.

ECB 11.27

Total 26,507.56

Note: Secured NCD are covered under point no. (iii) Details of NCD.

ii. Details of Unsecured Loan Facilities as on 30th June 2016:

Lender’s Name Type of Facility Principal amount outstanding (Rs. Crs.)

Repayment Date/ Repayment Schedule

Mutual Funds/Banks Commercial Paper 7,760 Repayable in FY 2016-17

HDFC Bank Buyers Credit 1,241 Repayable in FY 2016-17

DBS Bank Ltd Buyers Credit 212 Repayable in FY 2016-17

Deutsche Bank EPC 200 Repayable in FY 2016-17

Bank of America EPC 100 Repayable in FY 2016-17

Standard Chartered Bank EPC 175 Repayable in FY 2016-17

Total 9,687

88

3 FINANCIAL INFORMATION ABOUT THE COMPANY

iii. Details of NCDs as on 30th June 2016:

Sr no.

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (In Rs Crs)

Date of Allotment

Redemption date/ Redemption Schedule

Credit Rating(at the time of Issuance)

Secured/ Unsecured

Security details

1

9.40 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.40% p.a.

500 25-Oct-12

25-Oct-22

CRISIL AA+/Stable

Secured

(i)Vacant non agricultural industrial land situated at Village Sansawadi Taluka Shirur Dist. Pune bearing Gat no.927, 77/15, 77/(16), admeasuring 18700 sq mtrs (ii) Hypthecation of specific movable assets of the company.

2

9.40 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.40% p.a.

500 27-Nov-12

27-Nov-22

3

9.24 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.24% p.a.

500 6-Dec-12

6-Dec-22

89

3 FINANCIAL INFORMATION ABOUT THE COMPANY

4

9.24 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.24% p.a.

500 20-Dec-12

20-Dec-22

5

9.10 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.10% p.a.

2,500 5-Apr-13

Arpil 5, 2023 CRISIL AA+/Stable

Secured

(i)Vacant non-agricultural industrial land situated at Tuticorin District undivided portion of 85 cents in 4 acres 70 cents, in Survey No.421/1 in South Veerapandiapuram Village, Ottapiddaram Taluk, within the Ottapiddaram SRO at Tuticorin Registration District bounded (ii) Hypothecation of Specific Movable assets of the Company

90

3 FINANCIAL INFORMATION ABOUT THE COMPANY

6

9.17 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.17% p.a.

750 4-Jul-13

4-Jul-23

CRISIL AA+/Stable

Secured

(i)Vacant non-agricultural industrial land situated at Tuticorin District undivided portion of 85 cents in 4 acres 70 cents, in Survey No.421/1 in South Veerapandiapuram Village, Ottapiddaram Taluk, within the Ottapiddaram SRO at Tuticorin Registration District bounded (ii) Hypothecation of Specific Movable assets of the Company 7

9.17 % Private Placement of Secured Redeemable Non Convertible Debentures

10 years 9.17% p.a.

450 5-Jul-13

5-Jul-23

8

9.36% Secured Redeemable Non Convertible Debentures

3 years 9.36% p.a.

975 30-Oct-14

30-Oct-2017 CRISIL AA + Secured (i) Mortgage of Specific Land (ii)Hypothecation of Specific Movable assets of the Company

91

3 FINANCIAL INFORMATION ABOUT THE COMPANY

9

9.36% Secured Redeemable Non Convertible Debentures

3 years 3 months

9.36% p.a.

525 30-Oct-14

30-Dec-2017 CRISIL AA + Secured (i) Mortgage of Specific Land (ii)Hypothecation of Specific Movable assets of the Company

10

9.45% Secured Redeemable Non Convertible Debentures

9.45% p.a.

2,000 17-Aug-2015

17-Aug-2020 CRISIL AA + Secured i) Mortgage of Specific Land (ii)Hypothecation of Specific Movable assets of the Company

92

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Sr. No. 1 of iii above

Sr No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 ICICI PRUDENTIAL REGULAR SAVINGS FUND 700 70

2 THE NEW INDIA ASSURANCE COMPANY LIMITED 650 65

3 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 500 50

4

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR

SAVINGS FUND-DEBT OPTION 370 37

5 POSTAL LIFE INSURANCE FUND A/C SBIFMPL 300 30

6 AXIS BANK LIMITED 250 25

7 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 250 25

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

9 UTI-FLOATING RATE FUND-STP 250 25

10

RELIANCE CAPITAL TRUSTEE CO LTD A/C-RELIANCE REGULAR

SAVINGS FUND-BALANCED OPTION 180 18

11 Others 1300 130

Total 5000 500

Sr. No. 2 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 UTI-FLOATING RATE FUND-STP 1300 130

2

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR

SAVINGS FUND-DEBT OPTION 1250 125

3 AXIS BANK LIMITED 650 65

93

3 FINANCIAL INFORMATION ABOUT THE COMPANY

4 HDFC TRUSTEE COMPANY LIMITED - HDFC PRUDENCE FUND 400 40

5 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 300 30

6 LIC NOMURA MF SAVINGS PLUS FUND 250 25

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

8

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MEDIUM TERM

FUND 150 15

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

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

11 Others 250 25

Total 5000 500

Sr. No. 3 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR

SAVINGS FUND-DEBT OPTION 1200 120

2 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 1100 110

3

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MEDIUM TERM

FUND 950 95

4

DHFL Pramerica Trustees Private Limited A/c- DHFL Pramerica Short

Maturity Fund 750 75

5

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES

FUND 250 25

6

DHFL Pramerica Trustees Private Limited A/C DHFL Pramerica Credit

Opportunities Fund 250 25

7 ICICI PRUDENTIAL REGULAR INCOME FUND 200 20

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

9 HDFC TRUSTEE COMPANY LTD A/C - HDFC CHILDREN S GIFT FUND -

50 5

94

3 FINANCIAL INFORMATION ABOUT THE COMPANY

INVESTMENT PLAN

10 SHRIRAM LIFE INSURANCE CO LTD POLICY HOLDERS NON PAR TWO 50 5

11 Others 30 3

Total 5000 500

Sr. No. 4 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 YES BANK LIMITED 1450 145

2

KOTAK MAHINDRA TRUSTEE CO LTD - A/C KOTAK INCOME

OPPORTUNITIES FUND 1050 105

3

KOTAK MAHINDRA TRUSTEE CO. LTD. A/C KOTAK LOW DURATION

FUND 500 50

4 POSTAL LIFE INSURANCE FUND A/C UTI AMC 400 40

5

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES

FUND 300 30

6 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 25

7 ICICI PRUDENTIAL CORPORATE BOND FUND 250 25

8

KOTAK MAHINDRA TRUSTEE CO. LTD. A/C KOTAK MEDIUM TERM

FUND 200 20

9 ICICI PRUDENTIAL REGULAR INCOME FUND 150 15

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

11 Others 330 33

Total 5000 500

Sr. No. 5 of iii above

95

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 AXIS BANK LIMITED 3400 340

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

3 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 1980 198

4 ICICI PRUDENTIAL REGULAR SAVINGS FUND 1500 150

5

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR

SAVINGS FUND-DEBT OPTION 1400 140

6

RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY

INCOME PLAN 1250 125

7

HDFC TRUSTEE COMPANY LIMITED A/C HDFC CASH MANAGEMENT

FUND TREASURY ADVANTAGE PLAN 1100 110

8 ICICI PRUDENTIAL SAVINGS FUND 1050 105

9 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 1000 100

10 UTI - CHILDRENS CAREER BALANCED PLAN 1000 100

11 Others 8320 832

Total 25000 2500

Sr. No. 6 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 YES BANK LIMITED 7400 740

2 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED 100 10

Total 7500 750

Sr. No. 7 of iii above

96

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 AXIS BANK LIMITED 1000 100

2

RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCEREGULAR

SAVINGS FUND-DEBT OPTION 680

68

3

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES

FUND 600

60

4 GENERAL INSURANCE CORPORATION OF INDIA 400 40

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

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

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED 250 25

8 UTI-MIS-ADVANTAGE PLAN 250 25

9 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 150 15

10 UTI - MONTHLY INCOME SCHEME 150 15

11 Others 370 37

Total 4500 450

Sr. No. 8 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 1865 186.5

2 ICICI PRUDENTIAL SAVINGS FUND 1055 105.5

3 HDFC TRUSTEE COMPANY LTD - HDFC SHORT TERM PLAN 919 91.9

4

HDFC TRUSTEE COMPANY LIMITED A/C HIGH INTEREST FUND SHORT

TERM PLAN 750 75

5 DHFL Pramerica Trustees Private Limited A/c- DHFL Pramerica Short

750 75

97

3 FINANCIAL INFORMATION ABOUT THE COMPANY

Maturity Fund

6

HDFC TRUSTEE COMPANY LIMITED A/C HDFC CASH MANAGEMENT

FUND TREASURY ADVANTAGE PLAN 650 65

7 UTI - INCOME OPPORTUNITIES FUND 475 47.5

8

L AND T MUTUAL FUND TRUSTEE LTD-L AND T INCOME

OPPORTUNITIES FUND 470 47

9

ICICI PRUDENTIAL FIXED MATURITY PLAN SERIES 75-1100 DAYS PLAN

N 330 33

10

HDFC TRUSTEE CO LTD A/C HDFC CORPORATE DEBT OPPORTUNITIES

FUND 300 30

11 Others 2186 218.6

Total 9750 975

Sr. No. 9 of iii above

Sr

No. Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

1 ICICI PRUDENTIAL SAVINGS FUND 1350 135

2

L AND T MUTUAL FUND TRUSTEE LTD-L AND T INCOME

OPPORTUNITIES FUND 700 70

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 48

5 ICICI PRUDENTIAL CORPORATE BOND FUND 450 45

6

HDFC TRUSTEE COMPANY LIMITED A/C HDFC CASH MANAGEMENT

FUND TREASURY ADVANTAGE PLAN 250 25

7 HDFC TRUSTEE CO LTD A/C HDFC FMP 1184D JANUARY 2015 (1) 250 25

8

RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCE FIXED HORIZON

FUND XXV SERIES 15 250 25

9 UTI-FLOATING RATE FUND-STP 250 25

98

3 FINANCIAL INFORMATION ABOUT THE COMPANY

10 UTI - CHILDRENS CAREER BALANCED PLAN 170 17

11 Others 620 62

Total 5250 525

Sr. No. 10 of iii above

Name of Debenture Holder

No of

Shares /

Securities

Amt (In Rs

Crs

STATE BANK OF INDIA

20000 2000

Total 20000 2000

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 2016

Counterparty Amount (in Rs. Crs)

Talwandi Sabo Power Limited 7,482.65

Vizag General Cargo Berth Private Limited 408.24

Bharat Aluminium Company Limited 2,500.00

Copper Mines of Tasmania Pty Limited 30.98

Thalanga copper mines Pty Limited 78.57

Western Cluster Limited 33.17

Volcan Investments Limited 115

Total 10,648.61

99

3 FINANCIAL INFORMATION ABOUT THE COMPANY

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

Maturity Date

Amount (Rs in Crs)

14-Jul-16 650

29-Jul-16 50

8-Aug-16 50

12-Aug-16 350

16-Aug-16 200

18-Aug-16 650

24-Aug-16 625

25-Aug-16 520

26-Aug-16 475

29-Aug-16 900

31-Aug-16 350

9-Sep-16 100

14-Sep-16 390

16-Sep-16 200

19-Sep-16 450

20-Sep-16 500

23-Sep-16 100

26-Sep-16 600

28-Sep-16 600

7,760

vii. Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on 30th June 2016:

Note: The payment of Sales Tax deferral to be done in 14 equal instalments every year starting from FY

2014-15

Party name

(in case of a

facility)/

Instrument

name

Type of

facility /

Instrument

Amt

sanction

ed /

Issued

Principle

amount

outstandi

ng ( Rs.

Crs.0

Repayme

nt

Schedule

Credit

Rating

Secured /

Unsecured

Security

Sales tax

Deferrals

Sales tax

Deferrals

92.61 Refer note below

Total 92.61

100

3 FINANCIAL INFORMATION ABOUT THE COMPANY

viii. Details of all default/s and/or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Company, in the past 5 years:

NIL

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

g) GROSS DEBT EQUITY RATIO OF THE COMPANY

Particulars Before the Issue of Debt

Securities

After considering the

proposed Issue of NCD

Debt / Equity Ratio 1.25 1.26

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.

101

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

a) DETAILS OF SHARE CAPITAL AS ON 30TH June 2016

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

b) CHANGES IN CAPITAL STRUCTURE AS ON 30TH June 2016, FOR THE LAST 5 YEARS

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

Details of Share Capital

Date of Change (AGM/EGM)

No. of Shares Amount Particulars

A) Authorised Capital (Equity shares of Re. 1 each)

As on 30.09.2009

100,00,00,000 100,00,00,000

17.08.2013 50,260,000,000 50,260,000,000

pursuant to Scheme of Amalgamation *

31.03.2015 10,100,000 10,100,000

pursuant to Scheme of Amalgamation * *

Total Authorised Capital

51,270,100,000 51,270,100,000

B) Authorised Preference Share Capital of Rs.10/- each

31.03.2015 35,000,000 350,000,000

pursuant to Scheme of Amalgamation * *

Total Authorised Preference Capital

35,000,000 350,000,000

Total Authorised Capital 51,305,100,000 51,620,100,000

Details of Share

Date of Allotment

No. of Equity Shares Amount Particulars

102

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

Capital

C) Issued, Subscribed and Paid up Equity Capital (Equity shares of Re. 1 each)

17.05.2010 15,49,813 15,49,813

Conversion of Foreign Currency Convertible Bonds (FCCB)

12.03.2011 93,98,864 93,98,864

Public issue pursuant to the scheme of amalgamation

29.08.2013 209,55,73,064 209,55,73,064

The Scheme of amalgamation and arrangement.

13.08.2014 14,952 14,952

The Scheme of amalgamation and arrangement which were earlier kept in abeyance.

25.02.2015 4,800 4,800

The Scheme of amalgamation and arrangement which were earlier kept in abeyance.

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

310,632 310,632

Pending allotment of equity shares to shareholders of erstwhile Sterlite Industries (India) Limited have been kept in

103

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

c) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON 30TH June 2016, FOR THE LAST 5 YEARS:

Date of

Allotme

nt

No of

Equit

y

Shar

es

Fac

e

Val

ue

(Rs)

Issu

e

Pric

e

(Rs)

Consi

derat

ion

(Cas

h,

othe

r

than

cash,

etc)

Nature of

Allotment

Cumulative Remarks

No of

Equity

Shares

Equity

Share

Capital

(Rs)

Equit

y

Share

Premi

um

(in Rs

Crore

s)

As on

30.09.2

009

82,05,14,

400

82,05,14,

400

533.9

1

14.1.20

10

20,34

,128 1/-

Rs.

346.

88

per

shar

e

Cash,

Conversion of

Foreign

Currency

Convertible

Bonds (FCCB)

82,25,48,

528

82,25,48,

528

584.3

4

FCCB

issue

expenses

of

Rs.19.93

Crs

utilized

from

Securities

Premium

Account

15.3.20

10

84,13

,274 1/

Rs.

346.

88

per

shar

Cash, Conversion of

FCCB

83,09,61,

802

83,09,61,

802

875.3

4

abeyance.

Total

2,96,50,04,871 2,96,50,04,871

104

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

e

5.4.201

0

88,14

,567 1/

Rs.

346.

88

per

shar

e

Cash, Conversion of

FCCB

83,97,76,

369

83,97,76,

369

1,180

.22

23.4.20

10

1,83,

76,37

7

1/

Rs.

346.

88

per

shar

e

Cash, Conversion of

FCCB

85,81,52,

746

85,81,52,

746

1,815

.82

17.5.20

10

15,49

,813 1/-

Rs.

346.

88

per

shar

e

Cash, Conversion of

FCCB

85,97,02,

559

85,97,02,

559

1,869

.42

12.3.20

11

93,98

,864 1/- -

othe

r

than

cash

Public 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

86,91,01,

423

86,91,01,

423

1,869

.42

105

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

per Scheme of

Amalgamation

).

29.8.20

13

209,5

5,73,

064

1/- -

othe

r

than

cash

The Scheme of

amalgamation

and

arrangement

was amongst

Sterlite

Industries

(India) Limited,

Madras

Aluminium

Company

Limited

(MALCO),

Sterlite Energy

Limited (SEL),

Vedanta

Aluminum

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

296,46,7

4,487

296,46,7

4,487

19964

.95

Rs.18095.

53 Crs

Securities

Premium

of

erstwhile

merging

entities

added

pursuant

to the

Scheme

of

Amalgam

ation and

Arrangem

ent.

106

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

respective

Shareholders

and Creditors

(‘Ekaterina

Scheme’).

13.8.20

14

14,95

2 1/- -

othe

r

than

cash

Share allotted

to the

shareholders

of erstwhile

Sterlite

Industries

(India) Limited

which was

earlier kept in

abeyance

296,46,8

9,439

296,46,8

9,439

19964

.95

315,4

32 1/- -

othe

r

than

cash

Pending

allotment of

equity shares

to

shareholders

of erstwhile

Sterlite

Industries

(India) Limited

have been

kept in

abeyance.

296,50,0

4,871

296,50,0

4,871

19964

.95

25.02.2

015 4,800 1/- -

othe

r

than

cash

Share allotted

to the

shareholders

of erstwhile

Sterlite

Industries

(India) Limited

which was

earlier kept in

296,46,9

4,239

296,46,9

4,239

19964

.95

107

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

abeyance

310,6

32 1/- -

othe

r

than

cash

Pending

allotment of

equity shares

to

shareholders

of erstwhile

Sterlite

Industries

(India) Limited

have been

kept in

abeyance.

296,50,0

4,871

296,50,0

4,871

19964

.95

d) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR – None.

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

108

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

f) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON 30TH JUNE 2016:

i. Shareholding Pattern of the Company as on 30th JUNE 2016 – Refer Separate Annexure ii. LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON 30TH June 2016

Sl no. Name of the shareholders

No. of shares

% of holdin

g

No of shares in

demat form

1 TWIN STAR HOLDINGS LIMITED 128008474

9 43.18 12800847

49

2 FINSIDER INTERNATIONAL COMPANY LIMITED 401496480 13.54 40149648

0

3 CITIBANK N.A. NEW YORK, NYADR DEPARTMENT 226544620 7.64 22654462

0

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

9 LIFE INSURANCE CORPORATION OF INDIA P & GS FUND 24553855 0.83 24553855

10 VANGUARD EMERGING MARKETS STOCK INDEX FUND A SERIE 18514493 0.62 18514493

g) DETAILS OF SHARES PLEDGED OR ENCUMBERED BY THE PROMOTERS (IF ANY)

None of the Shares are pledged or encumbered by the promoters 30.06.2016

h) DETAILS OF CAPITAL STRUCTURE OF THE COMPANY AS ON 30TH JUNE 2016

i. Capital Structure of the company in a tabular form

Details of Share Capital No of Shares/Units Amount (Rs. In Crores)

a) Share Capital

Authorized Equity Shares of Rs. 1 each

51,270,100,,000 5127.01

Issued, Subscribed and Paid up Equity Capital

2,96,50,04,871 296.5

Authorised preference share capital 35,000,000 35.00

b) Details of Current Issue

109

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Debentures

20000 2000

Paid up capital after the current offer

2,96,50,04,871 296.5

Total paid-up capital of the Company, assuming full conversion of warrants and convertible securities

2,96,50,04,871 296.5

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

Issue

No. of shares

issued

Issue Price

(Rs.)

Type of Issue IPO /FPO

/ Preferential Issue /

Scheme/ Bonus/ Rights,

etc.)

Cumulative

capital (No of

shares)

Whether listed,

if not listed, give

reasons thereof

22.01.1982 22,05,000 Rs.10.00

(Rs.2.50

premium)

Public

(1st offer to the public.)

36,75,000 ** Listed

** 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

5,88,000 – Promoters

8,82,000 – Public

51,45,000 Listed

01.02.1992 8,64,360 Rs.10.00

(Rs.20

premium)

Preferential Allotment

8,64,360 – Promoters

(to maintain stake at

41%.)

73,05,900

Listed

01.02.1992 12,96,540 Rs.10.00

(Rs. 20

premium)

Debenture

Conversion

12,96,540– Public

29.05.1993 73,05,900 - Bonus

29,22,360- Promoters

43,83,540- Public

1,46,11,800 Listed

15.03.1994 32,80,200 Rs.10.00

(Rs. 50

premium)

Preferential Allotment

Promoters- 32,80,200

(to increase stake to

51%)

1,78,92,000 Listed

04.12.1995 17,41,587 Rs. 10.00 Rights Listed

110

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

27.03.1997 44,898 (Rs. 90

premium)

9,12,492 – Promoters

8,76,518- Public

1,96,81,010

19.08.1997 2,525

03.03.2005 1,96,81,010 - Bonus

1,00,37,412- Promoters

96,43,598- Public

3,93,62,020 Listed

August

2008

- Bonus/Sub-division 78,72,40,400 Listed

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.

160.46

premium)

Preferential Issue to

Twin Star Holdings

Limited

82,05,14,400 Listed

14.01.2010 20,34,128 Re.1 (Rs.

345.88

premium)

Conversion of FCCB’s 82,25,48,528 Listed

15.03.2010 84,13,274 Re.1 (Rs.

345.88

premium)

Conversion of FCCB’s 83,09,61,802 Listed

05.04.2010 88,14,567 Re.1 (Rs.

345.88

premium)

Conversion of FCCB’s 83,97,76,369 Listed

23.04.2010 1,83,76,377 Re.1 (Rs.

345.88

premium)

Conversion of FCCB’s 85,81,52,746 Listed

17.05.2010 15,49,813 Re.1 (Rs.

345.88

premium)

Conversion of FCCB’s 85,97,02,559 Listed

12.03.2011 93,98,864 - Scheme of

Amalgamation of Sesa

Industries Limited with

Sesa Goa Limited

86,91,01,423 Listed

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

Amalgamation

296,46,74,487 Listed

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’).

111

4 DETAILS OF SHARE CAPITAL AND SHARE HOLDING PATTERN

13.08.2014 14,952 - Shares under abeyance

category

296,46,89,439 Listed

23.02.2015 4,800 - Shares under abeyance

category

296,46,94,239 Listed

112

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

a) DETAILS OF CURRENT DIRECTORS OF THE ISSUER AS ON 30TH JUNE 2016

Name, Designation and DIN

Age Address

Director of the Company Since

Occupation Details of other directorship

Mr. Navin Agarwal, Executive Chairman – DIN 00006303

54

Vedanta, 75 Nehru Road, Vile Parle (E), Mumbai- 400099

17.08.2013 Business Refer point A in table below

Mr. Naresh Chandra, Independent Non-Executive Director, DIN - 00015833

79 C-4/4053, Vasant Kunj, New Delhi – 110070

29.03.2014 Retired Refer point B in table below

Mr. Ravi Kant, Independent Non-Executive Director, DIN - 00016184

69

114 B NCPA Apartments, 11th floor, NCPA Complex, Nariman Point, Mumbai-400 021

28.01.2014 Retired Refer point C in table below

Ms. Lalita D. Gupte, Independent Non-Executive Director, DIN - 00043559

65

Mhaskar Building, 153 C Matunga, Sir Bhalchandra Road, (Opposite Ruia College) Mumbai – 400 019.

29.03.2014 Independent Director

Refer point D in table below

Ms. Anuradha Dutta, Independent Non-Executive Director, DIN--00145124

57 78, Golf Links, New Delhi – 110 002.

27.04.2015 Partner Refer point E in table below

Mr. Tarun Jain, Wholetime Director, DIN – 00006843

54

Vedanta, 75 Nehru Road, Vile Parle (E), Mumbai- 400099.

01.04.2014 Service Refer point F table below

Mr. Thomas Albanese, Wholetime Director and Chief Executive Officer, DIN – '06853915

56

Core 6, 3rd Floor, Scope Complex, Lodi Road, New Delhi- 110003.

01.04.2014 Service Refer point G in table below

Details of Other Directorship

113

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

(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

7 Vedanta Limited

(B) Mr. Naresh Chandra

1 Cairn India Limited

2 Bajaj Auto Limited

3 Bajaj Holdings & Investments Limited

4 Bajaj Finserv Limited

5 Gammon Infrastructure Projects Limited

6 Balrampur Chini Mills Limited

7 EROS International Media Limited

8 Eros International Plc

9 Eros International Films Private Limited

10 Electrosteel Castings Limited

11 Vedanta Limited

(C) Mr. Ravi Kant

1 Antar India Private Limited

2 KONE Corporation

3 Vedanta Limited

4 Wonder work USA

(D) Ms. Lalita D Gupte

1 Godrej Properties Limited

2 Bharat Forge Limited

3 Kirloskar Brothers Limited

4 ICICI Venture Funds Management Co Limited

5 India Infradebt Limited

6 Vedanta 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

114

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

5 DMD Advocates – Partner

6 Vedanta Limited

(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

6 Vedanta Limited

(G) Mr. Thomas Albanese

1 Vedanta Resources Plc, UK

2 Konkola Copper Mines Plc

3 Vedanta Limited

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:

Name, Designation and DIN Date of Appointment

Director of the Company since (in case of resignation)

Remarks

Mr. Anil Agarwal, Non Executive Chairman, DIN – 00010883

17.08.2013 31.03.2014

Mr. Prasun Kumar Mukherjee, Executive Director – Iron Ore, DIN – 00015999

01.07.2000 31.03.2014

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

17.08.2013 31.03.2014

Mr. Kuldip Kumar Kaura, Non-Executive Independent Director, DIN – 00006293

30.10.2007 20.03.2014

Mr. Jagdish Pal Singh, Non-Executive Independent Director, DIN – 02782928

19.07.2010 27.01.2014

115

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

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

24.01.2011 27.08.2013

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

01.07.2000 17.08.2013

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

31.03.2000 24.10.2011

Mr. A. K. Rai, Whole Time Director DIN-00016060

01.02.1999 31.07.2011

Mr. S. D. Kulkarni, Independent Director & Non-Executive Chairman, DIN - 00007167

31.03.2000 23.01.2011

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

25.12.2005 27.01.2005

Ms. Anuradha Dutta, Independent Non-Executive Director, DIN--00145124

27.04.2015 -

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

FINANCIAL YEAR AMT IN CRORES

F.Y. 2013-14 13

FY 2014-15 35.37

FY 2015-16 39.50

e) DETAILS OF PROMOTERS OF THE COMPANY:

Details of Promoter Holding in the Company as on 30th June 2016:

Sr. No

Name of the shareholders

Total No of Equity Shares

No of shares in demat form

Total shareholding as % of total no of equity shares

No of Shares Pledged

% of Shares pledged with respect to shares owned.

1 TWIN STAR 12,80,04,749 12,80084,749 43.18 Nil Nil

116

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

HOLDINGS LIMITED *

2

FINSIDER INTERNATIONAL COMPANY LIMITED

40,14,96,480 40,14,96,480 13.54 Nil Nil

3 WESTGLOBE LIMITED

44,343,139 44,343,139 1.5 Nil Nil

4 WELTER TRADING LIMITED

38,241,056 38,241,056 1.29 Nil Nil

5 ANKIT AGARWAL

1,46,400 1,46,400 0.00 Nil Nil

6 PRATIK PRAVIN AGARWAL

36,000 36,000 0 Nil Nil

7 SUMAN DIDWANIA

87,696 87,696 0 Nil Nil

8 SAKSHI MODY 18,000 18,000 0 Nil Nil

Total 17,64,453,520

17,64,453,520 59.52

* 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

S.R. Batliboi & Co. LLP

Chartered Accountants

22, Camac Street,

Block 'C', 3rd

Floor, Kolkatta,

700 016 2016-17

onwards

ii. Details Of Change In Auditors Since Last 3 Years

Name Address Auditor since

117

5 DETAILS REGARDING DIRECTORS, PROMOTERS & AUDITORS OF THE COMPANY

Deloitte Haskins & Sells,

Chartered Accountants

India Bulls Finance

, Tower 3, 32nd

Floor, Elphinstone

Mill Compound,

Senapati Bapat

Marg, Elphinstone

(West), Mumbai-

400 013

2008-09 till

2015-16

118

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,

119

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 Company filed applications for compounding of offences and the offences were compounded by way of the Company Law Board’s compounding order dated 18 February, 2016. Further, based on the said compounding order, the proceedings before the Judicial Magistrate, First Class, Panaji were withdrawn and disposed on 22 April, 2016.

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 5th October 2016.

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

120

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

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 14-15 & 15-16 (Standalone)

121

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

122

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

123

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

124

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

125

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

126

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

127

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

128

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

129

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

130

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

131

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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

Bloom Fountain Limited

Cairn Energy Australia Pty Limited#

Cairn Energy Cambay B.V.3#

Cairn Energy Discovery Limited#

Cairn Energy Gujarat B.V.3#

132

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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)

Maritime Ventures Private Limited

Monte Cello B.V. (MCBV)

Namzinc (Proprietary) Limited

Paradip Multi Cargo Berth Private Limited

Pecvest 17 Proprietary Limited

133

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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@#

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.@#

134

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 (appointed w.e.f. April 1, 2014 and superannuated w.e.f. September 30, 2016) 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. G. R. Arun Kumar (w.e.f October 1, 2016)

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

135

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

Sterlite Technologies Limited 0.14 0.14

136

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

42.77 40.36

137

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

(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)

Bharat Aluminium Company Limited (38.12) (37.14)

138

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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)

Vizag General Cargo Berth Private Limited (2.39) (3.63)

139

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 - -

22.25 29.92

140

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

Vedanta Foundation 1.44 1.55

141

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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) (Previous Year Rs. Nil)

0.00 -

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 12,784.03

5,089.63

Sterlite Infra Limited^ - 3,395.64

142

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

12,784.03

9,207.25

(vii) 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

Hindustan Zinc Limited 5.35 0.86

143

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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. Nil)

0.00 -

Anil Agarwal Foundation Trust (Rs. 8,000) (Previous Year Rs. Nil) 0.00 -

Namzinc (Pty) Limited (Previous Year Rs. 19,841) 0.02 0.00

144

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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) (Previous year Rs Nil)

0.00 -

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

Western Cluster Limited 0.01 -

145

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 11,927.26

11,927.26

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 Crore)

6.35 6.35

Rampia Coal Mines & Energy Private Limited (Net of Provision for diminution of Rs 2.43 Crore in current year)

- 2.43

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 42.77 in current year)](Previous year Rs 42.77)

- 0.00

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 -

26,088.27

22,419.08

h) Corporate guarantee given

Talwandi Sabo Private Limited 6,975.74 5,089.63

146

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 21,073.89

75.00 21,073.89

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

Konkola Copper Mines Plc (10.75) 12.62

147

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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. Nil)

0.00 -

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 -

Vizag General Cargo Berth Private Limited 16.80 -

148

6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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 Energy Limited (earlier Vedanta Aluminium Limited)

2,893.00 2,893.00

@ 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 report received from the SFIO, the Company has filed its representations to the Secretary, Ministry of

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 filed applications for compounding of offences and the offences were compounded by way of the Company Law Board’s compounding order dated 18 February, 2016. Further, based on the said compounding order, the proceedings before the Judicial Magistrate, First Class, Panaji were withdrawn and disposed on 22 April, 2016.

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 was dismissed as withdrawn on 4th August 2015.

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

h) Any material event/ development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Save for the event/ developments described below and what forms part of legal proceedings against promoters of the issuer company, there are no governmental, legal or arbitration proceedings which may have or have had during the 12 months prior to the date of this document a significant effect on the Company or its subsidiaries and/or the Company's or the subsidiary’s financial position or profitability.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 25th February, 2017.

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 on January 19, 2016 ordered the status quo to be maintained with respect to the proposed disinvestment of government interest in HZL until further orders are passed by the court .

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 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 4th November, 2016.

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.

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC dated 23 November 2007. Consequent to the order of the Supreme Court of India, the proceedings before the High Court of Orissa became redundant as the issues were already determined.

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

Based on the report, on 8 January 2014 the Government of Odisha rejected Orissa Mining Corporation's application for stage II forest clearance for the Niyamgiri project. In accordance with the memorandum of understanding concluded with the Government of Odisha (through Orissa Mining Corporation), the Orissa Mining Corporation must supply to Vedanta 150 million tons of bauxite from the Niyamgiri project. The Niyamgiri project is considering sourcing bauxite from alternate sources to support the existing and expanded refinery operations. Currently an impairment charge of INR 668 million (US$11.1 million) relates to the impairment of mining assets of 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. The public hearing was held on July 30, 2014 and the expansion of our Lanjigarh refinery was considered by the Expert Appraisal Committee in its meeting dated January 9, 2015 for the grant of environmental clearance. In line with the Expert Appraisal Committee’s recommendation, the MoEF on November 20, 2015 granted environmental clearance for the alumina refinery expansion from 1 to 6 MTPA in a phased manner and subject to certain conditions being met. For the 6 MTPA expansion, the company is required to obtain an amendment of environmental clearance after the completion of land acquisition of the balance area of 666.03 HA. Subsequent to the grant of environmental clearance for expansion, the Odisha State Pollution Control Board has revalidated the consent to establish the alumina refinery expansion and granted the consent to operate for the 2 MTPA on December 31, 2015.

On February 18, 2016 an individual challenged the environmental clearance grant for the alumina refinery expansion at Lanjigarh before the National Green Tribunal Kolkata wherein MoEF, Odisha State Pollution Control Board and Vedanta Limited have been made parties. Vedanta has filed its reply. The matter is scheduled on 06.10.2016.

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.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 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. Subsequently, the lease deeds for all working leases were executed and registered as of August

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 2015. We obtained consent to operate under the Air (Prevention of Pollution) Act and Water (Prevention of Pollution) Act from the Goa State Pollution Control Board and mining plan approval from the Indian Bureau of Mines for these leases, and the Company resumed operations of its mines on 10 August 2015.

On 10 September, 2014, the Goa Foundation challenged the High Court order directing the renewal of mining by way of a Special Leave Petition (SLP) before the Supreme Court of India, challenging the judgment of the High Court dated13 August 2014 directing renewal of mining leases. No stay has yet been granted by the Supreme Court. Another set of SLPs on an identical issue were filed by [Rama Velip]. Two writ petitions have also been filed before Supreme Court by Goa Foundation and Sudip Tamankar in September 2015 for setting aside the second renewal of iron ore mining leases in Goa made under section 8 (3) of MMDR Act and challenging the revocation of suspension on mining in State of Goa.

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.

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 under Air Act and Water Act. for the year 2015 to 2017, which have been granted by the GSPCB

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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. On January 3, 2016, the High Court of Karnataka passed its final order quashing the forest development tax notification, holding that the rate of forest development tax levied to be 8% and directing a refund of the amount collected from mining leases other than state government owned companies. The state government of Karnataka appealed against the order before the Supreme Court of India, and another mining lessee also filed a counter appeal in the matter. The matter is pending before the Supreme Court. In the interim, the Supreme Court has stayed the refund of the forest development tax amount as ordered by the High Court.

To negate the Karnataka High Court judgment dated Dec. 3, 2015 regarding applicability of Forest Development Tax on private mining companies, Govt. of Karnataka legislated FDT Amendment Act to validate their earlier law and made certain amendments with retrospective effect. FDT Amendment Act empowers the State to collect FDT at 12%, with retrospective effect from 2008, on the sale price of iron ore sold by us.

We filed WP challenging constitutional validity of the FDT Amendment Act. The High Court heard our WP and granted temporary relief by directing the State government to not take any coercive action against the company based on the newly enacted law.

The claim amount is not currently quantifiable.

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 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.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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. Cross-examination of Claimant’s witness is over. Cross-examination of Respondent’s witness was over on the last date i.e. 16th July. The matter is now listed for final arguments in 8-10 November 2016 and 28-30 November, 2016

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.

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

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 going on and the cross examination of witnesses has concluded and the next dates are 3-5 January 2017 & 24-25 January 2017 for arguments.

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 India. The Supreme Court of India passed an interim order in March 2012, restraining the State of

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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 INR 64 Cr.

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 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.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC 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, 2016 is Rs. 7,547 million ($ 113.9 million).

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

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

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

Proceedings related to the imposition of entry tax

In February 2007, BALCO challenged the constitutional validity of a local statute levying entry tax on the entry of goods brought into the State of Chhattisgarh and other notifications, as being in violation of certain provisions of the Indian constitution. BALCO paid the entry tax of INR 1,903.9 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 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

(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.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC The main issue concerning the constitutional validity of Entry Tax has been heard by the 9 Judge Bench

of the Supreme Court and the order in the same has been reserved..

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. The matter in APTEL is next listed for 08.11.2016.

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

Cairn Energy Plc. Based upon the retrospective amendment(s) made in the year 2012 by inserting

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

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

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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

final hearing took place on 26 June 2016. 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 US $ 63.9 million (Rs. 4,233.4 million) plus interest.

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, 2016 is approximately Rs 35,321

million ($533.1 million)

The Court has decided the matter in our favour, holding the sales to be inter-state and

declaring that the State had no jurisdiction to levy tax under the RVAT Act, 2003.

Writ petition filed in the Delhi High Court by Cairn India Limited relating to extension of tenure of the

Production Sharing Contract for the Rajasthan block

Cairn India Limited filed a writ petition before the High Court of Delhi against the Ministry of Petroleum

and Natural Gas (“MoPNG”), the Directorate General of Hydrocarbons (“DGH”) and Oil and Natural Gas

Corporation Limited (“ONGC”) regarding the extension of the tenure for the Production Sharing Contract

(“PSC”) for the RJ-ON-90/1 Block (“RJ Block”).

The RJ Block PSC is valid until May 14, 2020. Consistent with the terms of the PSC, given that the RJ

Block is also producing natural gas, Cairn India Limited has been requesting for an extension of the

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

tenure of the RJ Block PSC for a period of up to 10 years, i.e., until May 14, 2030. ONGC, Cairn India

Limited’s joint venture partner in the RJ Block, is technically aligned on the recoverable resources

potential of the RJ Block beyond the PSC period, until the proposed extension period up to 2030. Cairn

India Limited has been making regular requests to the MoPNG for extension of the tenure of the RJ

Block PSC since the past few years. However, apart from seeking further technical and financial details,

the MoPNG has not yet made a final decision in the matter.

With regards to the MoPNG’s delay, a writ petition was filed by Cairn India Limited on December 11,

2015, seeking relief from the High Court of Delhi. During the Court hearing held on December 14, 2015,

the MoPNG and DGH contended that no decision had been taken in the matter as the requisite data had

not been provided by Cairn India Limited and ONGC. ONGC further contended that it had sought certain

commercial particulars from Cairn India Limited which had not been furnished by Cairn India Limited.

Through its order dated December 14, 2015, the High Court of Delhi ordered all parties to exchange the

requisite information and documents to enable the GoI to make a decision in the matter. The High

Court of Delhi imposed timelines on the parties for the exchange of information, namely the GoI, DGH

and ONGC to seek data and information within four weeks, Cairn India Limited to provide the requisite

information within two weeks thereafter, ONGC to review and revert with commercial alignment on the

projects within six weeks thereon and the GoI to take a decision within three months from the date of

consensus between Cairn India Limited and ONGC. Following the December 14, 2015 court order,

information has been exchanged between Cairn India Limited and ONGC for obtaining ONGC’s

commercial alignment.

Notwithstanding the above, MoPNG’s and ONGC’s stance so far has been that due to insufficient data

provided by Cairn India Limited, ONGC has not been able to conclude its commercial assessment. In

view of this, the High Court of Delhi through its order dated April 5, 2016, ordered ONGC to give a final

opportunity to Cairn India Limited to furnish the requisite documents within 2 weeks from the date of

the aforesaid order and thereafter to make a final decision on commercial alignment within an

additional 2 weeks, in order to enable the GoI to take its decision in the matter as per the timeline

stated in the High Court of Delhi’s order dated December 14, 2015. Pursuant to the High Court of Delhi

order, Cairn India Limited and ONGC have continued the information exchange for the purposes of

ONGC’s review. On 28 July 2016, the court took on record, ONGC's consent (for extension) and directed

the Govt to revert after consideration, within five weeks. The matter is now scheduled for 7 November

2016.

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6 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATIONS ETC

Tax Matters:-

We received a show cause notice from the Indian tax authorities for not withholding tax on payments

made while acquiring a subsidiary

In March 2014, Cairn India Limited received a notice from the Indian Tax Authorities (“Tax Authorities”)

alleging failure by Cairn India Limited to withhold tax on the consideration paid to Cairn UK Holdings

Limited (“CUHL”) on a transaction which took place 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 Cairn India

Limited, from CUHL during the financial year 2006-2007 as a part of group reorganization by the then

ultimate parent company 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 ($ 3,093.5

million) (comprising tax of approximately Rs.102,473.6 million ($ 1,546.8 million) and interest of an

equivalent amount) for not withholding tax on the consideration paid to CUHL, for shares of CIHL. The

Tax Authorities stated in the said order that a short term capital gain of Rs. 245,035 million ($ 3,698.6

million) accrued to CUHL on transfer of the shares of CIHL to Cairn India Limited in financial year 2006-

2007, on which tax should have been withheld by Cairn India Limited. Cairn India Limited 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 GoI under the UK-India bilateral investment treaty in order to protect its legal position and shareholder interests. Management was advised that Vedanta Resources Plc. has a good case to defend as per provisions of UK-India bilateral investment treaty, the benefit of which would ultimately accrue to Cairn India Limited. Further, Cairn India Limited has sought independent advice on this issue and has been advised that there could be no liability on Cairn India Limited 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 Cairn India Limited to deduct tax by having to predict and anticipate that the retrospective amendment will be made by the legislature on a future date. Cairn India Limited 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 hearing date is scheduled on January 23, 2017.

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BRIEF OFFER DETAILS

I. THE ISSUE The Company proposes to issue upto 5000 Rated, Taxable, Secured, Listed, Redeemable, Non-

convertible debentures of face value of Rs. 10 lakhs each, aggregating upto Rs.500 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. COUPON Series III Series IV

8.75% p.a. 8.75% p.a.

IV. RATING : THE COMPANY HAS OBTAINED LONG TERM RATING OF CRISIL AA (-)/ STABLE FOR THIS DEBENTURE ISSUE.

V. DISCOUNT / EFFECTIVE PRICE TO INVESTOR The Debentures are being issued at face value and no discount shall be offered on the Debenture. Hence

the Investor shall pay 100% of the Issue Price.

VI. SECURITY The debentures shall be secured by first pari passu charge over such fixed assets of the Issuer, as may be

identified by the Issuer, so as to maintain minimum security cover of 1 times of the outstanding amount

of the Debentures. Debenture Trust Deed shall be executed within the time limits permitted under the

Companies Act, 2013. Security Creation/ Hypothecation on the assets shall be created within 60 days

from the Deemed Date of Allotment.

VII. PROJECTED CASH FLOW PER DEBENTURE

Company Vedanta Limited Face Value (per security) Rs. 1,000,000 Issue Date/Date of Allotment 07th October, 2016

Redemption

Series III Series IV

15/04/2021 15/09/2021

Coupon Rate (Payable Annually)

Series III Series IV

8.75% p.a. 8.75% p.a.

Frequency of the interest Payment with specific dates

Compounded Annually, Payable at Maturity Final Coupon Payment Date

Series III Series IV

15/04/2021 15/09/2021

Day Count Convention Actual/Actual

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Illustrative cashflow: Series III

Cash Flow Dates Amount (INR) (rounded off)

Allotment Date 07-Oct-16 (2,500,000,000)

Redemption Premium 15-Apr-21 1,153,592,000

Principal 15-Apr-21 2,500,000,000

Illustrative cashflow - Series IV

Cash Flow Dates Amount (INR) (rounded off)

Allotment Date 07-Oct-16 (2,500,000,000)

Redemption Premium 15-Sep-21 1,284,342,000

Principal 15-Sep-21 2,500,000,000

NOTE: Payment dates are subject to change as per holidays declared in any particular year.

VIII. DISCRIPTION OF SECURITY Security shall be created on the following assets to maintain 1 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.

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;

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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

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

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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

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.

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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 will be compounded annually and

payable alongwith principal repayment at the time of maturity on NCDs.

Redemption Schedule*

Redemption schedule is mentioned below (assuming Deemed Date of Allotment as 7th October, 2016):

Redemption Dates Redemption Price per Debenture

Series I Series II

15/04/2021 15/09/2021

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

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

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7 DETAILS OF THE OFFER

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 re-

purchased/re-deemed Debentures, the Company shall have the power, exercisable either for a part or

all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and

on such terms and conditions as it may deem fit and as permitted by law.

Eligible Holders and Mode of Transfer

The title to the Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by

the Debentures certificate(s) together with necessary supporting documents. The transferee(s) should

deliver the Debenture certificates to the Company for registration of transfer in the Register of

Debenture holders at the Registered Office. The Company on being satisfied will register the transfer

of such Debentures in its Register of Debenture holders. The person whose name is recorded in the

Register of Debenture holders shall be deemed to be the owner of the Debenture

Debentures

Request for registration of transfer, along with the necessary documents, and all other

communications, requests, queries and clarifications with respect to the Debentures should be

addressed to and sent to the Registered Office of the Company. No correspondence shall be

entertained in this regard at any other branches or any of the offices of the Company. In the event the

Debentures are issued in physical form, the Company shall use a common form of transfer.

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7 DETAILS OF THE OFFER

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.

In case, pari passu letter for any charge creation is requested by the Issuer, Debenture Trustee shall be

empowered to issue the same without seeking consent from the Debenture holders, as long as the

Issuer satisfies the above requirement of minimum security cover maintenance by way of a practicing

Chartered Accountant’s certificate.

Succession

In the event of demise of a Registered Debenture holder being an Individual, the Company will

recognize the executor or administrator of the demised Registered Debenture holder or the holder of

succession certificate or other legal representative of the demised Registered Debenture holder as the

Registered Debenture holder of such Debentures, if such a person obtains probate or letter of

administration or is the holder of succession certificate or other legal representation, as the case may

be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the

Company. The Company may in its absolute discretion, where it thinks fit, dispense with the

production of the probate or letter of administration or succession certificate or other legal

representation, in order to recognize such holder as being entitled to the Debentures standing in the

name of the demised Debenture holder(s) on production of sufficient documentary proof or

indemnity. In case of joint holders, on demise of the first holder, the surviving joint holder shall be

recognized as the Registered Debenture holder of such debentures on production of death certificate

of the demised Debenture holder. In case a person other than individual holds the Debentures, the

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7 DETAILS OF THE OFFER

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

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)

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7 DETAILS OF THE OFFER

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. 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.

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 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.

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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.

Debentures held in electronic form (dematerialized) form shall be transferred subject to and in

accordance with the rules / procedures as prescribed by the NSDL or CDSL / depository participant of

the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The

consent letter of Axis Trustee is annexed hereto as Annexure V”

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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. • 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.

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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 I – TERM SHEET

Date of passing resolution in general meeting

AGM dated June 29, 2016

Date of passing of Board Resolution 29th July 2015 , September 30, 2016 and 7th October, 2016

Kind of Security Secured, Rated, Redeemable, Taxable, Non-Convertible Debentures

Security

Secured by way of first pari-passu charge on the specific movable and/or immovable Fixed Assets, as may be identified and notified by the Issuer to the Security Trustee from time to time, with minimum asset coverage of 1 time of the aggregate face value of Bonds outstanding at all times.

Price at which the security is being offered including the premium, if any, along with justification of the price

The security will be issued At par

Valuer of Security N.A.

Issue Size

Rs. 500 Crores Series III Series IV

Rs. 250 crores Rs. 250 crores

Tenor Series III Series IV

4.5 years 5 year

Redemption Date

Series III Series IV

15/04/2021 15/09/2021

Coupon Rate (payable per annum)

Series III Series IV

8.75% p.a. 8.75% p.a.

Coupon Payment Dates/Frequency

Compounded Annually, Payable at Maturity Final Coupon Payment Date

Series III Series IV

15/04/2021 15/09/2021

Settlement

Validity / Pay in The pay-in would be applicable upto 7th October, 2016.

Purpose and Objects of the Issue

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 I – TERM SHEET

Contribution being made by the promoters or directors as part of the offer or separately in furtherance of such objects

No contributions have been made by the promoters or directors of the Issuer, either as part of the offer or separately in furtherance of such objects.

Deemed Date of Allotment Series III & IV

7/10/2016

Minimum Subscription and multiples of Debt Securities

Minimum 1 Debenture of Rs. 10,00,000 each or multiples therefore

Put Option Date N.A

Put Option Price N.A

Call Option Date N.A

Call Option Price N.A

Put Notification Time N.A

Call Notification Time N.A

Listing

The NCD shall be listed on the Wholesale Debt Market segment of BSE. In case of delay in listing beyond 15 days from the 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

2. Issue Closing Date

3. Pay – in – Date

4. Deemed date of Allotment

Series III & IV

07/10/2016

07/10/2016

07/10/2016

07/10/2016

Name & Address of the Debenture Trustee

Axis Trustee Services Limited

Axis House, 2nd Floor

Wadia International Centre

P B Marg, Worli

Mumbai – 400025

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8 ANNEXURES I – TERM SHEET

Other Details

Security Name

Series III Series IV

8.75% Vedanta Limited 8.75% Vedanta Limited

Issuer Vedanta Limited

Type of Instrument Secured, Rated, Non-Convertible, Non-Cumulative, Redeemable, Debenture (NCD)

Nature of Instrument Secured

Seniority Senior

Arranger Direct

Mode of Issue Private Placement

Eligible Investors

The following categories of investors, specifically approached, are eligible to apply for this private placement of NCD’s:

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorised to invest in Debentures;

8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Any other investor(s) authorized to invest in the private placement.

Option to retain oversubscription NIL

Step Up/ Step Down Coupon Rate N.A.

Redemption Amount At par (Rs.10,00,000 per NCD)

Coupon Type Fixed

Coupon Reset Process None

Day Count Basis

Actual/Actual Basis

Interest payable on the NCD’s will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be.

Interest on application money

At the coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / demand draft(s) up to one day prior to the Deemed Date of Allotment.

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8 ANNEXURES I – TERM SHEET

Default Interest Rate

In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. 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 such discount

N.A., as the security is being issued at par

Face Value Rs.10,00,000 per NCD

Minimum Application 1 NCD of the face value of Rs.10,00,000 each and in multiple of 1 thereafter

Details of the utilization of the 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

Business Day Convention

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

Security Creation

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.

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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 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 180 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. (Mortgage under trust deed will be done within 60 days. 180 days is applicable only for hypothecation.)

Future Borrowings and Automatic Approvals to the Issuer

As long as the Company maintains the stipulated security cover in respect NCD’s, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture 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. 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. The Issuer Company shall not be required to obtain any approval/consent /NOC from the NCD holders / Debenture Trustee for any merger / amalgamation /restructuring scheme of the Issuer, by whatever name called, within the Vedanta Group. However, in case, any formal approval /Consent letter / NOC is requested by the Issuer from the Debenture Trustee, the Debenture Trustee shall be empowered to issue the same, with consent from majority of the Debenture holders.

Transaction Documents 1. Letter appointing Axis Trustee Services Limited, as

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Trustees to the Bondholders; 2. Debenture Trusteeship Agreement; 3. Debenture Trust Deed; 4. Rating Letter from CRISIL Ratings and another rating

agency; 5. Letter appointing Registrar; 6. In-principle approval of Stock Exchange for listing of

Bonds; Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in dematerialized form

Conditions Precedent to Disbursement

The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the 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 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.

Conditions Subsequent to The Issuer shall ensure that the following documents are 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

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8 ANNEXURES I – TERM SHEET

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 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.

Event of Defaults

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. 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.

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Role and Responsibilities of Debenture Trustee

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 obligations under the terms of SEBI Debt Regulations, the 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 thereof shall be subject to the jurisdiction of district courts of Mumbai, Maharashtra

Governing Law and

Jurisdiction

Covenants

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 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.

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8 ANNEXURES I – TERM SHEET

Debenture Redemption Reserve

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 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.

Interest Tax, Service Tax, levies and duties

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.

Other Expenses

Any expenses that may be incurred towards executing of this transaction including NCD issuance, security creation, 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.

186

8 ANNEXURES II – DECLARATION

187

8 ANNEXURES III – APPLICATION FORM

Application form Serial No: VL/NCD/16-17/2 Date: 07th October 2016

Mrs. Rashmi Mohanty

Head Treasury

Vedanta Limited,

DLF Atria, Phase-2, Jacaranda Marg

DLF City, Gurgaon-122002, Haryana

ISSUE OPENS ON: 7 October, 2016

CLOSING ON: 7 October, 2016

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 500,00,00,000 (Rupees Five

Hundred Crores Only)

Having read and understood the contents of the Information Document / Private Placement Offer Letter

6th October 2016 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

Date

188

8 ANNEXURES III – APPLICATION FORM

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

Source

( ) Yes ( )

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

held with our depository participant, (iii) if the names of the applicant in this application are not

189

8 ANNEXURES III – APPLICATION FORM

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

190

8 ANNEXURES III – 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. : 039305001312

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.

191

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

192

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

Rating Rationale

September 28, 2016 | Mumbai

Vedanta Limited

'CRISIL AA-/Stable' assigned to NCD issue

Total Bank Loan Facilities Rated Rs.380.69 Billion

Long Term Rating CRISIL AA-/Stable (Reaffirmed)

Short Term Rating CRISIL A1+ (Reaffirmed)

(Refer to Annexure 1 for Facility-wise details)

Rs.12.5 Billion Non Convertible Debentures CRISIL AA-/Stable (Assigned)

Rs.15 Billion Non Convertible Debentures CRISIL AA-/Stable (Reaffirmed)

Rs.111 Billion Non Convertible Debentures CRISIL AA-/Stable (Reaffirmed)

Rs.21 Billion Non Convertible Debentures CRISIL AA-/Stable (Reaffirmed)

Rs.138.5 Billion Short Term Debt (Including

Commercial Paper Programme) CRISIL A1+ (Reaffirmed)

CRISIL has assigned its 'CRISIL AA-/Stable' rating to the Rs.12.5 billion non-convertible debenture (NCD)

issue of Vedanta Ltd (Vedanta), and has reaffirmed the outstanding ratings on the company's debt programmes and bank facilities at 'CRISIL AA-/Stable/CRISIL A1+'. On September 13, 2016, CRISIL had revised its outlook of the ratings on the long-term debt instruments of Vedanta Ltd (Vedanta) to 'Stable' from 'Negative' while reaffirming the rating at 'CRISIL AA-'. The ratings on short term facilities had been reaffirmed at 'CRISIL A1+' The revision in outlook reflects improved expectations of ramp-up in the production of aluminium, coupled with better profitability driven by continued focus on reduction of cost of production aided by lower power and alumina costs. Additionally, improved iron ore volumes with better cost efficiencies and superior realisations in zinc will partly offset the cash flow moderation in oil & gas business. This along with a relatively stable commodity price environment, may support higher and steadier cashflows over the medium term. Consequently, CRISIL believes that Vedanta's net debt to EBITDA (earnings before interest, tax, depreciation and amortization) ratio, which

193

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

increased to around 4x as on March 31, 2016 will moderate to less than 3x over the medium term. The aluminium business will benefit from the higher ramp up of smelters along with improvement in cost of production (COP) driven by lower power and alumina costs. However, the extent of bauxite integration, timeframe for ramp up of capacities and COP levels will remain key monitorables over the medium term. Further with resumption of mine operations in Goa, along with lower transportation costs and reduction in taxes will contribute to higher profitability from iron ore business. Superior realisations in zinc and resultant cost efficiencies also support the overall profitability improvement. However, cash flows from the oil and gas business will remain moderate over the medium term due to subdued oil prices and moderation in production. Though, CRISIL expects commodity prices to remain stable over the near term, Vedanta's cash flows remains exposed to volatility in commodity prices. While the risk is partly offset by diversified businesses and improving cost efficiencies, it will continue to constrain the business risk profile. For arriving at the ratings, CRISIL has combined the business and financial risk profiles of Vedanta; Cairn India; Hindustan Zinc Ltd (HZL; 'CRISIL AAA/Stable/CRISIL A1+); the group's zinc business in Namibia, South Africa, and Ireland (termed as Zinc International); Bharat Aluminium Company Ltd [Balco; rated 'CRISIL A/Stable/CRISIL A2+/CRISIL A1+(SO)']; and Copper Mines of Tasmania Pty Ltd (CMT). This is because the entities are Vedanta's subsidiaries, operate under a common management team, and have operational and financial linkages. CRISIL has included Vedanta Resources Plc's (Vedanta Resources; rated 'B/Positive' by Standard & Poor's) debt of around USD 5.5 billion (excluding inter-company deposit of USD 0.4 billion extended to Vedanta's 100% subsidiary Twin Star Mauritius Holdings Ltd), in the capital structure analysis of Vedanta. In July 2016, Vedanta Ltd announced revised terms of merger and timelines of various stages of approvals. This will improve the likelihood of Cairn merger and is in line with CRISIL's expectations. However, completion of the merger process within the stipulated timelines and the extent of reduction in gross consolidated debt post-merger will remain a key monitorable. The ratings continue to reflect Vedanta's diversified business risk profile, cost leadership in zinc and oil and gas segments and healthy financial flexibility. These strengths are partially offset by susceptibility to volatility in commodity prices, regulatory risks in the iron ore business, and project execution risks at its new aluminium and power projects.

Outlook: Stable

CRISIL expects cash flows to improve from our earlier expectation over the medium term, due to higher profitability from aluminium, iron ore and zinc businesses, driven by cost efficiencies and volume ramp up. Upside scenario * Sustained, and higher-than-expected improvement in consolidated cash flows most likely on the back of further ramp up in capacities and continued cost efficiencies. * Visibility on the timelines and extent of the reduction in gross debt resulting in improvement in financial leverage. Downside scenario * Lower-than-expected EBITDA, owing to high COP, slower ramp up or lower realisations * Delay in any meaningful correction in net debt/EBITDA from current levels.

About the Group

The Vedanta group is majority-owned by Vedanta Resources, a metal, mining, power, and oil-and-gas company, listed on the London Stock Exchange. Vedanta Resources holds 62.9% stake in Vedanta. The group's copper, iron ore, and power divisions (2400-

194

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

megawatt [MW] and 1215-MW captive power plants for the aluminium business), and its aluminium assets in Jharsuguda and Lanjigarh (Odisha) are in Vedanta. The group also has aluminium operations through Bharat Aluminium Company Ltd (Balco). A part of the power business (1980 MW) is conducted through wholly-owned subsidiary, Talwandi Sabo Power Ltd (TSPL). The oil and gas business is operated through Cairn India and zinc business through Hindustan Zinc Ltd (HZL). The group has copper mines in Australia held by Copper Mines of Tasmania (CMT); copper business comprises mining and smelting operations in Zambia, and zinc assets in South Africa, Namibia, and Ireland. Vedanta, on a consolidated basis, reported an operating income of Rs 644.3 billion and a net loss of Rs 61.4 billion for fiscal 2016, as against Rs 737.1 billion and Rs 113.7 billion for the previous year. For the first three months of fiscal 2017, Vedanta reported operating income of Rs 144.4 billion and a profit after tax of Rs11.6 billion, as against Rs 170.1 billion and Rs 15.9 billion for the corresponding period of the previous year.

Annexure 1 - Details of various bank facilities

Current facilities Previous facilities

Facility Amount

(Rs.Billion) Rating Facility

Amount

(Rs.Billion) Rating

External Commercial

Borrowings 33.09

CRISIL AA-

/Stable

External Commercial

Borrowings 33.09

CRISIL AA-

/Stable

Fund-Based

Facilities** 37.12

CRISIL AA-

/Stable

Fund-Based

Facilities** 37.12

CRISIL AA-

/Stable

Long Term Loan 2.55 CRISIL AA-

/Stable Long Term Loan 2.55

CRISIL AA-

/Stable

Non-Fund Based

Limit* 142.20 CRISIL A1+

Non-Fund Based

Limit* 142.20 CRISIL A1+

Proposed Long Term

Bank Loan Facility 20.48

CRISIL AA-

/Stable

Proposed Long Term

Bank Loan Facility 20.48

CRISIL AA-

/Stable

Term Loan 145.25 CRISIL AA-

/Stable Term Loan 145.25

CRISIL AA-

/Stable

Total 380.69 -- Total 380.69 --

**Fund based Limits are completely interchangeable with Non Fund based Limits

*Non fund based Limits of Rs.15 billion are interchangeable with Fund Based Limits

Links to related criteria

CRISILs Approach to Financial Ratios

CRISILs Bank Loan Ratings - process, scale and default recognition

195

8 ANNEXURES IV – RATING LETTER AND RATING RATIONALE

Rating Criteria for Manufacturing Companies

Rating Criteria for Mining Industry

CRISILs Criteria for Consolidation

Criteria for rating Short-Term Debt (including Commercial Paper)

For further information contact:

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Note on complexity levels of the rated instrument: CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available onwww.crisil.com/complexity-

levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.

About CRISIL Limited

CRISIL is a global analytical company providing ratings, research, and risk and policy advisory services. We are India's leading ratings agency. We are also the foremost provider of high-end research to the world's largest banks and leading corporations. CRISIL is majority owned by S&P Global Inc., a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

196

8 ANNEXURES V – CONSENT LETTER FROM THE DEBENTURE TRUSTEE

197

8 ANNEXURES VI – BSE IN-PRINCIPLE FOR LISTING

199

8 ANNEXURES VII – BOARD RESOLUTION FOR NCD ISSUANCE

CERTIFIED TRUE COPY OF THE MINUTES OF THE MEETING OF THE COMMITTEE OF DIRECTORS OF THE

BOARD OF DIRECTORS OF VEDANTA LIMITED (ERSTWHILE SESA STERLITE LIMITED) HELD ON FRIDAY,

SEPTEMBER 30, 2016

Issuance of Non-Convertible Debentures upto Rs. 1,250 Crores “RESOLVED THAT pursuant to the provisions of Section 42, Section 71, Section 179 & subject to the overall borrowing powers of the Company under section 180 of the Companies Act, 2013 and such other applicable provisions of the Companies Act, 2013 and the rules framed there under and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“Debt Regulations”) as amended and in accordance with the approval of the Board of Directors granted at their meeting held on July 29, 2015 for issuance of secured, rated, listed, redeemable Non-Convertible Debentures (NCDs) upto Rs. 8000 Crores (Rupees Eight Thousand Crores) in one or more tranches and in accordance with the Memorandum and Articles of Association of the Company, and listing agreements to be entered into with the stock exchanges where the non-convertible debentures of the Company are proposed to be listed, (“Stock Exchanges”) and subject to such approvals, consents, sanctions, permissions as may be necessary from the Securities and Exchange Board of India, (“SEBI”), the Stock Exchanges, the Reserve Bank of India (“RBI”), all other appropriate statutory and regulatory authorities in this regard, and subject to such conditions and modifications as may be prescribed by the respective statutory and/or regulatory authorities while granting such approvals, consents, sanctions, permissions and subject to such conditions or modifications which may be agreed to by the Committee, unanimous approval of the Committee of Director be and is hereby accorded for issuance on Private Placement basis upto 12,500 (Twelve Thousand and Five Hundred only) secured, rated , listed, redeemable Non-Convertible Debentures (NCDs), each of nominal value of Rs. 10,00,000 (Rupees Ten Lacs each) on following terms and conditions:

Table I Issuer Vedanta Ltd.

Type of Instrument Secured, Redeemable, Non-Convertible Debentures (NCD)

Issue Amount Rs. 1,250 Crores

Purpose Proceeds of the facility to be utilized towards refinancing of debt

Tenor As per Table II

Coupon As per Table II

Coupon Type Fixed

Pay-in Date Series I & II : Sep 30, 2016 Series III & IV : On or before Oct 10, 2016

Trustee Axis Trustee Services Limited

Security

First pari-passu charge over the specific fixed assets (movable & immovable) of Vedanta Ltd. with a minimum Fixed Asset Coverage Ratio of 1x. Security to be created within 60 days of Deemed Date of Allotment

Rating of Instrument CRISIL AA-/Stable

Listing BSE

Table II Particulars Series I Series II Series III Series IV

Amount Rs. 150 crores Rs. 600 crores Rs. 250 crores Rs. 250 crores

Tenor 3 years 3.5 year 4.5 years 5 year

Maturity 27/09/2019 20/04/2020 April – 2021 Oct - 2021

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8 ANNEXURES VII – BOARD RESOLUTION FOR NCD ISSUANCE

Coupon 8.65% p.a. 8.70% p.a. 8.75% p.a. 8.75% p.a.

RESOLVED FURTHER THAT 7500 NCDs of Rs. 10,00,000/- each be and are hereby allotted, to following persons and the name of the allottees be entered in the Register of Debenture Holders of the Company:

S.No. Applicant’s Name No. of NCDs allotted

1 HDFC Trustee Company Ltd – HDFC Short Term Plan 1500

2 HDFC Trustee Company Ltd – A/c HDFC FMP 1302D September 2016

537

3 HDFC Trustee Company Ltd – A/c HDFC Corporate Debt Opportunities Fund

4640

4 HDFC Trustee Company Ltd – A/c HDFC FMP 1309D September 2016

823

TOTAL 7500

RESOLVED FURTHER THAT the approval of the Committee be and is hereby accorded for appointing Axis Trustee Services Limited as the debenture trustee (“Trustee”) in connection with the issue of NCDs for the benefit of the holder of the NCDs. RESOLVED FURTHER THAT for issuance of NCDs in Demat/electronic form any Director of the Company and Ms. Bhumika Sood, Compliance Officer be and are hereby severally authorized to apply for corporate action to the depositories for credit of NCDs to the Demat accounts of the allottees. RESOLVED FURTHER THAT any two of the following Officials (One each from Group A and Group B) of the Company be and are hereby jointly authorised to execute the Corporate Guarantee and such other documents, papers and agreements as may be required / necessary for the purpose of issuance and allotment of the said NCDs and to do all such acts, deeds and things, as is expedient in this regard:

Group-A Group-B

Mr. G.R. Arun Kumar, Deputy CFO Mr. Nitin Gupta, Group Financial Controller

Mr. Niranjan Kumar Gupta, CFO-VEDL Aluminium & Power

Mr. Kamal Jain, AVP-Finance

Ms. Rashmi Mohanty, Head-Group Treasury Mr. Jigar Shah, GM - Finance

Mr. Anup Agarwal, CFO Copper Ms. Pooja Yadava, GM- Corporate Legal

RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed as per the provisions of the Articles of Association of the Company to the duly stamped documents and such other certificates and documents as may be required to be executed under the Common Seal of the Company.” For Vedanta Limited Tarun Jain Whole Time Director

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8 ANNEXURES VII – BOARD RESOLUTION FOR NCD ISSUANCE

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY CIRCULATION BY THE COMMITTEE OF DIRECTORS (COMMITTEE) OF VEDANTA LIMITED (ERSTWHILE SESA STERLITE LIMITED) (COMPANY) IN TERMS OF SECTION 175 OF THE COMPANIES ACT, 2013 ON OCTOBER 7, 2016

Allotment of 5,000 NCDs of Rs.10,00,000/- each RESOLVED THAT pursuant to the provisions of section 42 and section 71 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and the applicable rules thereunder (the "Act") and any applicable subsisting sections of the Companies Act, 1956, as amended, the consent of the Committee be and is hereby accorded to allot 8.75% Secured, redeemable, Non-Convertible Debentures (NCDs) upto an amount of Rs. 500 Crores divided into 5000 NCDS of Rs. 10,00,000/- each under Umbrella terms and condition as approved by the Committee (w.r.t. series III and IV) at its meeting held on September 30, 2016, to the following allottees and the names be entered in the Register of Debenture Holders of the Company:-

S.No. Applicant’s Name No. of NCDs allotted

1. HDFC Trustee Company Ltd A/c HDFC High Interest Fund Short Term Plan 350

2. HDFC Trustee Company Ltd A/c HDFC Monthly Income Plan Long Term Plan 300

3. HDFC Trustee Company Ltd A/c HDFC Arbitrage Fund 1000

4. HDFC Trustee Co. Ltd – A/c HDFC Banking and PSU Debt Fund 850

5. HDFC Trustee Company Ltd. A/c HDFC Short Term Plan 900

6. HDFC Trustee Company Ltd. A/c HDFC Corporate Debt Opportunities Fund 1550

7. HDFC Trustee Co. Ltd – A/c HDFC Banking and PSU Debt Fund 50

TOTAL 5000

RESOLVED FURTHER THAT any Director of the Company and Ms. Bhumika Sood, Compliance Officer be and are hereby severally authorized to apply for corporate action to the depositories for credit of NCDs to the Demat accounts of the allottees. RESOLVED FURTHER THAT any two of the following Officials (One each from Group A and Group B) of the Company be and are hereby jointly authorised to execute such documents, papers and agreements as may be required / necessary for the purpose of allotment of the said NCDs and to do all such acts, deeds and things, as is expedient in this regard:

Group-A Group-B

Mr. G.R. Arun Kumar, Deputy CFO Mr. Nitin Gupta, Group Financial Controller

Mr. Niranjan Kumar Gupta, CFO-VEDL Aluminium & Power

Mr. Kamal Jain, AVP-Finance

Ms. Rashmi Mohanty, Head-Group Treasury Mr. Jigar Shah, GM - Finance

Mr. Anup Agarwal, CFO Copper Ms. Pooja Yadava, GM- Corporate Legal

RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed as per the provisions of the Articles of Association of the Company to the duly stamped documents and such other certificates and documents as may be required to be executed under the Common Seal of the Company.” Certified True Copy For Vedanta Limited Tarun Jain Whole Time Director

202

8 ANNEXURE VIII - COPY OF SHAREHOLDERS RESOLUTION

EXTRACT FROM THE MINUTES OF THE ANNUAL GENERAL MEETING OF VEDANTA LIMITED (FORMERLY KNOWN AS SESA STERLITE LIMITED) (COMPANY) HELD ON JUNE 29, 2016

To approve an offer or invitation for subscription of Non-Convertible Debentures or other Debt Securities upto Rs.20,000 crores on a Private Placement basis – Special Resolution “RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modifications or re-enactments thereof for the time being in force (the “Act”), the Foreign Exchange Management Act, 1999, as amended, rules, regulations, guidelines, notifications, clarifications and circulars, if any, prescribed by the Government of India, Reserve Bank of India, Securities and Exchange Board of India, including the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, or any other regulatory authority, whether in India or abroad, and in accordance with the Memorandum of Association and the Articles of Association of the Company and the listing agreements entered into with the stock exchanges (the “Stock Exchanges”) where the equity shares of the Company (the “Equity Shares”) or other securities of the Company are listed and subject to such approvals, consents, permissions and sanctions as might be required from any regulatory authority and subject to such conditions as may be prescribed by such regulatory authority while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee(s) constituted/ to be constituted by the Board to exercise its powers including the powers conferred by this resolution) may accept, the consent of the members be and is hereby accorded to the Board to make offer(s) or invitation(s) to subscribe the secured/ unsecured/ redeemable Non-Convertible Debentures in one or more series, denominated in Indian rupees or in any foreign currency including but not limited to subordinated debentures, bonds, and/or other debt securities, etc (“NCD’s”)., on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the members, upto Rs.20,000 Crore (Rupees Twenty Thousand crores only), which is within the overall borrowing limits of Rs.80,000 Crore of the Company, as approved by the members on October 11, 2014.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to determine and consider terms that are proper and most beneficial to the Company including, without limitation, the terms of issue including the class of investors to whom the NCDs are to be issued, time, securities to be offered, the number of NCDs, tranches, issue price, tenor, interest rate, premium/ discount, listing, utilisation of the issue proceeds and to do all such acts and things and deal with all such matters and take all such steps as may be necessary and to sign and execute any deeds/ documents/ undertakings/ agreements/ papers/ writings, as may be required in this regard and matters connected therewith or incidental thereto.” Certified True Copy For Vedanta Limited Tarun Jain Whole Time Director