Vedanta Restructuring -

Scheme of Arrangement

Proposal to shareholders and creditors

May 2012

Confidential

Voting Advisory - Court Convened Meeting

IIAS 2

Meeting Date 19 June 2012, 10:00 am

Proxy Deadline 16 June 2012, 10:00 am

Notice Date 19 May 2012

Meeting Venue Hotel Mandovi, D. B. Marg, Panaji, Goa - 403 001

Sesa Goa Ltd- Meeting Details

Agenda

Description of Resolution IIAS Recommendation

Scheme of Amalgamation and Arrangement under Sections 391 to 394

read with Sections 78, 100 to 103 of the Companies Act, 1956

amongst Sterlite Industries (India) Limited, The Madras Aluminum

Company Limited, Sterlite Energy Limited, Vedanta Aluminum Limited

and Sesa Goa Limited and their respective shareholders and creditors.

AGAINST

Agenda

Description of Resolution IIAS Recommendation

Scheme of Amalgamation and Arrangement under Sections 391 to 394

read with Sections 78, 100 to 103 of the Companies Act, 1956

amongst Sterlite Industries (India) Limited, The Madras Aluminum

Company Limited, Sterlite Energy Limited, Vedanta Aluminum Limited

and Sesa Goa Limited and their respective shareholders and creditors.

AGAINST

Scheme of Amalgamation

IIAS 3

Sterlite Industries (India) Ltd - Meeting Details

Meeting Date 21 June 2012, 10:00 am

Proxy Deadline 19 June 2012, 10:00 am

Notice Date 15 May 2012

Meeting Venue Tamira Club, Tamira Niketan, SIPCOT, Industrial Complex,

Madurai- Bypass Road, T. V. Puram P. O. Tuticorin – 628002

Executive Summary

4 IIAS

Our Recommendation: AGAINST

We favor the simplified holding structure. However the operational hurdles of VAL (i.e. mining rights) and the

additional debt of VAL and Cairn India (total of Rs. 500 bn) will be transferred to the combined new entity,

without fully resolving issues with regard to mining, resulting in the proposal being detrimental to minority

shareholders of Sesa Goa and Sterlite. Moreover, by transferring VAL to Sesa Sterlite at premium

valuations, the shareholders of VRL gain atleast Rs. 16.4 bn.

Premium Valuation

accorded to VAL

Cancellation of cross holdings between group

companies

Consolidation of VAL, MALCO, Cairn India with Sesa Goa & Sterlite

1. Amalgamation of VAL, MALCO

and Cairn India with Sesa Goa

and Sterlite results in an increase

of 35% in revenues, 28% in PAT

and 400% in debt, mainly due to

the debts of Cairn India and VAL.

2. The mining assets of VAL are

locked in disputes with the

government.

This aspect of the merger is

detrimental to minority

shareholders

1. VAL has accumulated losses of Rs.

20 bn and a gross debt of Rs. 200

bn

2. The premium valuation accorded to

VAL results in Rs. 16.4 bn going

directly to the shareholders of VRL.

This aspect of the merger is

detrimental to minority shareholders of

Sesa Goa and Sterlite

Holdings of MALCO in Sterlite, and Sterlite in VAL are eliminated. This aspect of the

merger is beneficial to minority shareholders.

The merger – Key issues analysed

Analysis

Current group structure – Vedanta Resources

IIAS 6

Vedanta Resources

MALCO

94.8%

Konkola

Copper

mines

Sterlite VAL Sesa Goa Cairn

India

55.1% 38.8% 54.6% 70.5% 79.4%

Bharat

Aluminium

Hindustan

Zinc

Skorpion

& Lisheen

Black

Mountain

Sterlite

Energy

Australian

Copper

Mines

51.0% 64.9% 100% 74.0% 100% 100%

Western

Cluster

Listed on BSE, NSE

Market Cap, 31 May 2012

Sterlite Rs 316 bn

Sesa Goa Rs 162 bn

Cairn India Rs 634 bn

Hindutan Zinc Rs 495 bn Unlisted

51.0%

20.1% 29.5% 3.6%

Listed on

LME

Proposal summary

7

Vedanta Resources Limited (‘VRL’ or ‘the Vedanta Group’) aims to simplify its holding structure, by way of-

1. Eliminating cross-holdings between group companies.

2. Consolidating VRL’s holdings in Sterlite, Sesa Goa, VAL, MALCO and Cairn India into a single

entity- Sesa Sterlite.

For the amalgamation, Sesa Goa is the ‘transferee’ company and VAL, Sterlite, MALCO and Cairn India are the

‘transferor’ companies.

• The 70.5% stake of VRL in VAL will be transferred to Sesa Goa for a consideration of 72.3 mn shares of Sesa Goa.

Consolidation of VAL

• MALCO will merge with Sesa Goa, with the latter offering 78.7 mn shares as consideration.

Consolidation of MALCO

• Sterlite to merge with Sesa Goa with the latter offering 3 shares for every 5 shares of Sterlite

Amalgamation of Sterlite

• The 38.8% stake of VRL in Cairn India, along with Cairn India’s debt of USD 5.9 bn, will be transferred to Sesa Goa for USD 1.

Consolidation of Cairn India

Steps in the merger:

IIAS

Rationale of the merger – Vedanta group

• Eliminates cross holdings and simplifies group structure

• Tax efficiency

• Economies of scale

• Greater scale and diversification reduce volatility of earnings

• The company expects the restructuring will result in synergies of up to Rs.10 bn per annum.

IIAS 8

Holding Company (VRL)

Transferee Company (Sesa Goa)

Transferor Company

Business segments of the companies involved in merger

Sesa Goa Sterlite Industries VAL

Mining -

Ferrous

Mining – Non-

ferrous diversified

Mining -

aluminium

Power

generation

MALCO

Power

generation

Cairn

India

Oil E&P

Legend used henceforth to denote companies in this presentation

Details

Merger steps – Consolidation of VAL with Sesa Goa

Current shareholding -

VAL

IIAS 9

• VRL holds 70.5% in VAL through Ekaterina, a 100% subsidiary of VRL

• Ekaterina will merge with Sesa Goa

• In consideration Sesa Goa will issue 72.3 mn shares to VRL’s shareholders

• Post the merger with Ekaterina, Sesa Goa will own 70.5% in VAL and Sterlite the balance

29.5%

VRL, 70.5%

Sterlite, 29.5%

VRL

Sterlite

Simplified view

Transaction Post merger shareholding

- VAL

VRL Sesa

Goa

Transfer of 70.5% stake in

VAL

72.3 mn Sesa Goa shares

Sesa Goa,

70.5%

Sterlite,

29.5%

SesaGoa

Sterlite

Details

Merger steps – Consolidation of MALCO with Sesa Goa

Current structure -

MALCO

IIAS 10

Transaction Post merger structure

- MALCO

MALCO Sesa

Goa

Amalgamation into Sesa Goa

78.7 mn Sesa Goa Shares

• MALCO will merge with Sesa Goa

• In consideration, Sesa Goa will issue 78.7 mn shares to MALCO shareholders

• 10 shares in MALCO (FV Rs.2) for 7 shares in Sesa Goa (FV Rs.1)

• MALCO’s 3.6% investment in Sterlite (72 mn shares) will be cancelled as part of the scheme

VRL

MALCO

94.8%

Sterlite

54.6%

3.6%

Sesa

Goa

55.1%

VRL

Sesa Goa

MALCO

Sterlite

3.6%

x x

x x

Cancellation of MALCO’s

3.6% stake in Sterlite

Simplified view

Details

Merger steps - Amalgamation of Sterlite with Sesa Goa

to form Sesa Sterlite (1/2)

IIAS 11

VRL

Sterlite Sesa

Goa

55.1% 54.6%

• Sterlite will amalgamate into Sesa Goa - three shares of Sesa Goa will be issued for five

shares in Sterlite

• The new name of Sesa Goa would be Sesa Sterlite

• All former subsidiaries of Sesa Goa and Sterlite will either automatically be subsidiaries of

Sesa Sterlite or merged with Sesa Sterlite.

Current shareholding - Sterlite

5 shares

Amalgamation

Sterlite Sesa

Goa

Amalgamation into Sesa Goa

2016.7 mn shares of Sesa

Goa

Swap Ratio: 3 shares in

Sesa Goa for every 5 shares

of Sterlite

VRL

Sesa Sterlite

Sterlite

Intermediate structure –

Sesa Sterlite

MALCO

Simplified view

Sesa Goa

Merger steps - Amalgamation of Sterlite with Sesa Goa

to form Sesa Sterlite (2/2) (Impact on Subsidiaries)

VRL’s holding in VAL is transferred to Sesa Goa. The

intermediate shareholding of VAL is shown.

Sesa Goa, 70.5%

Sterlite, 29.5% Sesa Goa

Sterlite

After the amalgamation of Sesa Goa and

Sterlite, VAL will be entirely owned by Sesa

Sterlite

Sesa Sterlite

Sterlite

MALCO

VAL

Power assets of MALCO and VAL are moved into a wholly owned subsidiary. Sterlite Energy Limited

(formerly a 100% subsidiary of Sterlite) is subsumed into Sesa Sterlite

Sesa Sterlite Sterlite

VAL

MALCO

Mining -

aluminium

Power

generation

Sesa Sterlite

Sterlite

Sterlite Energy Ltd (SEL)

VAL(only aluminium assets)

MALCO and

VAL power

assets (1,405

MW)

100%

VAL becomes

100% owned by

Sesa Sterlite

Power assets of VAL are moved outside Sesa Goa into a wholly owned subsidiary. MALCO power assets moved to VAL for Rs.1.5 bn.

IIAS 12

Sesa Goa

Sesa

Goa Sesa Goa

Details

Merger steps – Consolidation of Cairn India with Sesa Sterlite

Current shareholding – Cairn

India

IIAS 13

VRL, 38.8%

Sesa Goa,

20.1%

Others, 41.1%

VRL

SesaGoa

Others

Transaction Post merger shareholding –

Cairn India

VRL

Sesa Sterlite

• Transfer of 38.8% stake in Cairn

India

• Transfer of Rs. 300.5 bn debt

$1 (Rs.50) Sesa

Sterlite,

58.9%

Others, 41.1%

SesaSterlite

Others

• VRL holds 38.8% in Cairn India through Twinstar Energy Ltd (TEL) - wholly owned subsidiary

• Sesa Goa’s (now Sesa Sterlite) wholly owned subsidiary – ‘Bloom Fountain’ will acquire TEL’s

38.8% holding in Cairn for a consideration of ~USD 1 (Rs.50)

• Sesa Sterlite’s stake in Cairn India would therefore be 58.9%

Sterlite

SEL

VAL

Simplified view

Sesa Goa

Increase in share capital of Sesa Goa to form Sesa Sterlite

Upon restructuring, Sesa Sterlite will have an equity share capital of Rs.2,965 mn comprising 2,965 mn

equity shares of Rs.1 each.

• 869 mn

16.2%

• 2,885.8 mn

53.3%

• 2,813.9 mn

53.3%

• 2,886.2 mn

55.7%

• 2,964.9 mn

58.3%

Sesa Goa shares

pre restructuring

Issue of 2,016.7

mn equity shares

to Sterlite

72.3 mn shares

issued to VRL for

VAL

78.7 mn shares

issued to

MALCO

Cancellation of 71.9

mn shares held by

MALCO (in merger

swap ratio)

VRL’s shareholding

IIAS 14

Equity Share capital (Face Value Rs 1)

Shareholding of Vedanta Group in Sesa Goa– pre and post merger

Shareholding of Sesa Goa Shareholding of Sterlite Industries

390 mn shares

(44.9%)

Current

Shareholding

Step 1: VAL

consolidation

Step 2:

MALCO

consolidation

479.1 mn shares

(55.1%) 1835.1 mn shares

(54.6%)

1525.9 mn

shares (45.4%)

390 mn shares

(41.9%)

551.4 mn shares

(58.6%)

Share base of Sesa Goa expands by 72.3 mn

shares which are allotted to VRL.

Shareholding of Sterlite is unchanged.

394 mn shares

(38.7%) 626 mn shares (61.3%)

VRL (Vedanta

group) Others

The change in shareholding pattern in each stage of the merger is shown below

IIAS 15

On consolidation of MALCO, share base of

Sesa Goa expands by 78.7 mn shares. Of

these, 94.8% are allotted to VRL, increasing

their stake in Sesa Goa to 61.3%.

Shareholding of Vedanta Group in Sesa Goa - pre and post merger

Step 3:

Sterlite

Merger

Cancellatio

n of

MALCO

stake of

Sterlite

394 mn shares 626 mn shares 0.6*1835.1=

1101.1 mn shares

0.6*1525.9=

915.6 mn shares

626 + 1101.1=1727.1 mn shares

(58.3%)

Swap ratio is 0.6 (3:5) i.e. shareholders in Sterlite will get 3 shares of Sesa Goa for every 5 Sterlite shares.

394+915.6 - 78 =1231.6 mn shares

(41.7%)

Shareholding of Sesa Goa

Shares tendered to Sterlite shareholders

Final

Shareholdi

ng- Sesa

Sterlite VRL,

58.3%

Others, 41.7%

VRL

Others

Final Shareholding – Sesa Sterlite

IIAS 16

VRL (Vedanta

group) Others

Post merger group structure - Vedanta Resources

Vedanta Resources

Konkola Copper

mines Sesa Sterlite

Cairn India Hindustan

Zinc

Australian

Copper

Mine

Western

Cluster

(Liberia)

VAL Power

& MALCO

Power

Talwandi

Sabo

Power

BALCO

Skorpion &

Lisheen

(100%)

BMM – 74%

79.4% 58.3%

58.9% 100% 64.9% 51% 100% 100% 100% 51%

Listed Unlisted Listed on

LME

IIAS 17

Post restructuring change in shareholding

Pro forma change in shareholding

Pro forma ownership

in Sesa Goa

Wester

Cluster

Cairn

India HZL

Skorpion

&

Lisheen

Black

Mountain

Sterlite

Copper

Australia

Copper VAL BALCO MALCO SEL

Vedanta Resources Ltd

Pre merger 55.1% 28.1% 49.9% 37.7% 58.0% 42.9% 58.0% 58.0% 87.6% 29.6% 94.8% 58.0%

Post merger 58.3% 29.7% 34.3% 37.8% 58.3% 43.1% 58.3% 58.3% 58.3% 29.7% 58.3% 58.3%

Sterlite Industries Ltd

Pre merger - - - 64.9% 100.0% 74.0% 100.0% 100.0% 29.5% 51.0% - 100.0%

Post merger 68.0% 34.7% 40.1% 44.2% 68.0% 50.3% 68.0% 68.0% 68.0% 34.7% 68.0% 68.0%

Sesa Goa Ltd

Pre merger 100.0% 51.0% 20.1%

-

-

-

-

-

-

-

-

-

Post merger 29.3% 14.9% 17.3% 19.0% 29.3% 21.7% 29.3% 29.3% 29.3% 14.9% 29.3% 29.3%

IIAS 18

Impact on VRL

VRL will facilitate easier debt-servicing for its troubled assets by

merging them with cash-generating assets in a single company.

Its risks in VAL and Cairn India are now shared with erstwhile

shareholders of Sesa Goa and Sterlite.

1. VRL’s holding in Cairn India will fall to 34.3% (49.9% - pre

merger)

• Cairn India has a debt of Rs.300.5 bn (including Rs.288 bn

debt taken by VRL for its acquisition)

2. VRL’s holding in VAL post merger falls to 58.3% (87.6% -

pre merger)

• VAL has a debt of Rs.199 bn and cash of Rs.2 bn (including

current investment)

Advantages to VRL

• Merger gives VRL (and VAL) an access to cash surpluses of Sterlite

• Pre restructuring VRL has debt of Rs.482.5 bn (USD 9.6 bn). Post restructuring, this reduces by 61% to

Rs.187.5 bn (USD 3.8 bn) as -

• Rs.139.4 bn (USD 2.8 bn) of debt will be transferred to Sesa Goa

• Rs.155.6 bn (USD 3.1 bn) of debt as intercompany deposits will be cancelled

• VRL’s FY13 interest cost is expected to fall by Rs.15 bn (USD 300 mn) to Rs.9 bn (USD 180 mn)

• Significant extension of debt maturity profile on account of transfer of shorter maturity debt to Sesa Sterlite

VRL’s shareholding in Cairn and VAL

49.9%

87.6%

34.3%

58.3%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

Cairn India VAL

Pre merger Post merger

IIAS 19

Impact on shareholders of Sesa Goa and Sterlite

Gross debt composition of Sesa Sterlite

IIAS 20

Before the merger, the shareholders of Sesa Goa and

Sterlite do not hold the debt of VAL, MALCO and Cairn

India. Post the merger, they will hold an additional

Rs.500bn debt from these companies.

Pre restructuring, Sesa Goa and Sterlite collectively are

net cash companies. Post the consolidation of VAL,

Cairn India and MALCO, the new entity will have gross

debt of Rs.667 bn.

• VAL and Cairn India will add Rs.500 bn of gross debt

• Sesa Goa and Sterlite shareholders who will be part of

the new entity will see their gross debt/EBITDA

worsen from 1.1x to 2.7x.

• The new entity will have to bear high interest costs.

• Sesa Goa and Sterlite collectively had a net

interest income of Rs. 20 bn.

• The new entity will have a net interest expense of

Rs. 10 bn.

• The new entity carries a much heavier debt burden on

its balance sheet than either Sesa Goa or Sterlite.

Key Ratios Sesa Goa Sterlite Sesa Sterlite

Equity value to EBIDTA (x) 4.7 4.3 2.7

Gross debt/EBIDTA (x) 1.1 1.2 2.7

Net debt/EBIDTA (x) 1.0 (0.9) 1.5

Net debt/equity (x) 0.3 (0.2) 0.5

Interest coverage (x) (20.9) (5.8) 25.6

Sesa Goa 7%

Sterlite 18%

Cairn India 45%

VAL 30%

VAL – An asset or a liability?

VAL - Poor financial performance (as at 31 March 2012)

VAL reported 18% growth in revenues to Rs.58.3 bn. EBIDTA fell by

21.5% to Rs.5.6 bn on account of increase in cost of production.

The company’s cost of producing aluminum increased to USD

2,188/MT v/s USD 1,940/MT previous year.

Net loss increased to Rs.26.2 bn (Rs.9.6 bn in FY11)

Has accumulated losses of Rs 20 bn (USD 400 mn)

The company will be largely dependent on external funding including

debt and inter corporate deposits to finance its operations.

Financial issues at VAL ( trailing 12 months, 31 December 2011)

VAL’ reported a net loss of Rs 23.5 bn

VAL has a net debt of Rs.197 bn and a debt/EBIDTA of 39.6x.

It has a poor interest coverage ratio of 0.2x.

VAL interest obligations stand at Rs.20.3 bn v/s EBIDTA at Rs.5 bn

Given the operational losses at VAL, the debt will be serviced from

Sesa Goa and Sterlite’s operations.

Despite this, the company has assigned an equity value of 4.7 times

its EBIDTA, in line with Sesa Goa and greater than Sterlite (4.3x

EBITDA) (pre-restructuring on trailing 12 months, 31 Dec 2011 basis)

The company is not expected to be profitable at least for the next

couple of years.

Financial performance Rs. bn

Financial performance TTM 31 Dec 2011

Key ratios TTM 31 Dec 2011

Particulars FY12 FY11

Revenue 58.3 49.5

EBDITA 5.6 7.2

EBIDTA margin 9.7% 14.5%

PAT (26.2) (9.6)

Particulars Rs bn

Revenue 56.5

EBIDTA 5.0

PAT (23.5)

Gross Debt 198.9

Cash + Current

Investments 2.0

Net Debt/(Cash) 196.9

Net Interest Expense 20.3

Equity value 23.3

Key Ratios

Sesa

Goa Sterlite VAL

Net Debt/EBIDTA (x) 1.0 (0.9) 39.6

Net Debt/Equity 0.3 (0.2) -

Interest Coverage (x) (20.9) (5.8) 0.2

Equity value to EBDITA 4.7 4.3 4.7

IIAS 21

TTM: Trailing 12 months

Operational issues at VAL

IIAS 22

In August 2010, MOEF denied forest clearance for the Niyamgiri Mines to Orissa

Mining Corporation. This being one of the prime source to supply bauxite to VAL.

In July 2011 environmental clearance granted to Orissa Mining Corporation (OMC)

was cancelled by MOEF

The company has filed an application in the Supreme court against the above order of

the MOEF. The supreme court judgment on this is awaited.

This has resulted in the production cost increasing to ~USD 2,100 per ton vis-à-vis

USD 1,600 per ton (if captive bauxite through OMC was available).

Impact of paying premium valuation for VAL

IIAS 23

1. Sesa Goa proposes to buy the 70.5 % stake of VRL in VAL by offering 72.3 mn of its own shares, valuing VAL at Rs. 23.3 bn.

2. However, VAL has accumulated losses of Rs. 20 bn and a gross debt of Rs. 200 bn.

3. Hence the consideration for buying VAL should have been nil, as in case of Cairn India.

4. By buying their own stake in VAL at a premium valuation using shares of Sesa Goa, the shareholders of VRL are increasing

their stake in the new entity.

• The valuation of 72.3 mn shares at Sesa Goa’s price of Rs 227 on 25 Feb 2012, effective date, works out to Rs 16.4 bn.

5. Every reduction of Rs. 10 bn in the equity value of VAL, reduces VRLs holding in the new entity by 0.6%.

Equity Value (VAL)

• Rs. 23.3 bn

No of shares transferred

Share capital of Sesa Sterlite

• Rs. 29.7 bn

Gains to VRL from the transaction

• Rs. 16.4 bn • 72.3 mn

VRL’s gains in Sesa Sterlite due to the proposed premium valuation of VAL

Equity Value (VAL)

Nil

No of shares transferred

Share capital of Sesa Sterlite

• Rs. 28.9 bn

Gains to VRL from the transaction

• nil zero

VRLs’ gains in Sesa Sterlite in case VAL is transferred at ‘nil’ equity value

IiAS recommendation

*Consolidated trailing 12 months, 31 December 2011

Company *Sesa Goa *Sterlite VAL

Revenue 90.9 402.0 56.5

EBIDTA 42.0 106.2 5.0

PAT 30.0 54.8 -23.5

Net worth 139.6 452.4 -

Gross debt 44.1 123.6 198.9

Cash + current

investments 1.4 215.5 2.0

Net debt/(cash) 42.7 (91.8) 197.0

Net interest expense/

(income) (2.0) (18.2) 20.3

Equity value 156.9 314.6 23.3**

Key Ratios

Ent Value/EBIDTA (X) 5.7 3.5 42.9

Equity Value/EBIDTA (x) 4.7 4.3 4.7

Net Debt/EBIDTA (x) 1.0 -0.9 39.6

Net debt/equity 0.31 -0.2 -

Interest coverage (x) -20.9 -5.8 0.2

Financial highlights (Rs bn)

AGAINST

IIAS 24

We recommend voting AGAINST the resolution, on

account of the following

High transfer of debt to the new entity

The leverage of the new entity will be high as

compared to Sesa Goa and Sterlite pre merger,

thereby making the deal unfavorable for Sesa Goa

and Sterlite shareholders.

Premium valuation accorded to VAL

Despite the higher debt and operational losses at

VAL, it is assigned an equity value of 4.7 times its

EBIDTA. This is in line with Sesa Goa and higher

than for Sterlite (4.3x).

Operational hurdles in VAL

VAL’s mining assets are locked in disputes and

litigations with the Indian government. According to

us, the consolidation of VAL with Sesa Goa and

Sterlite would be favorable to minority shareholders

after the necessary clearances and mining approvals

have been obtained.

** total equity value based on cost of acquiring 70.5% stake

IiAS recommendation AGAINST

The proposed amalgamation will achieve

two things:

1. A simplified group structure.

2. Creation of a natural resources

conglomerate with a mix of cash-

generating and troubled assets.

While we are in favor of the new holding

structure, we believe that the operational

hurdles of VAL and the additional debt of

VAL and Cairn India would be a burden on

Sesa Goa and Sterlite.

This makes the proposal detrimental to

minority shareholders of both the

companies.

The proposal would have been beneficial

for the minority shareholders had the

necessary clearances for VAL been

obtained from the Indian government.

• 35% growth in revenues

• 28% growth in PAT

• 24% increase in net worth

• At the cost of a 300 % growth in debt

IIAS 25

Changes in key financial parameters

492.9 664.3

84.7

109.7

592.0

735.8 167.8

667.2

-

500.0

1,000.0

1,500.0

2,000.0

2,500.0

Sesa Goa + Sterlite Sesa Goa+Sterlite+VAL+MALCO+Cairn

India

Revenue PAT Networth Gross debt

Annexures

Sesa Goa and Sterlite shareholding pre restructuring

Shareholding in Sesa Goa

BSE Filings: 31 March 2012

Category No of Shares (mn) Shareholding %

Promoter & Group* 479.1 55.1%

DIIs 41.4 4.8%

FIIs 217.0 25.0%

Others 131.6 15.1%

Total 869.1 100.0%

Promoter & Group

Finsider International

Company Ltd 401.5 46.2%

Westglobe Ltd 44.3 5.1%

Twinstar Holdings

Ltd 33.3 3.8%

Total promoter

group 479.1 55.1%

Shareholding in Sterlite

BSE Filings: 31 March 2012

Category No of Shares (mn) Shareholding %

Promoter & Group* 1,791.9 53.3%

DIIs 318.2 9.5%

FIIs 400.7 11.9%

Others 850.4 25.3%

Total 3,361.2 100.0%

Promoter & Group*

Twin Star Holdings

Ltd 1,671.1 49.7%

Madras Aluminium

Company Ltd 119.8 3.6%

Others 1.0 0.0%

Total promoter

group 1,791.9 53.3%

IIAS 27

Main institutional shareholders in Sesa Goa and Sterlite

Sl No Name of shareholder No of shares(mn) % of total shares

1 Franklin Templeton Investment Funds 85.1 9.8%

2 Templeton Emerging Markets Investment Trust

PLC 2,0.9 2.4%

Total 10.6 12.2%

Shareholders with more than 1% holding in Sesa Goa

Source: BSE Data

Shareholders with more than 1% holding in Sterlite

Sl No Name of shareholder No of shares(mn) % of total shares

1 Citibank N A New York Nyadr Department 418.4 12.5

2 Life Insurance Corporation of India 92.2 2.7

3 ICICI Prudential Life Insurance Company Ltd 52.1 1.6

Total 562.7 16.8

Source: BSE Data

IIAS 28

Mutual funds with significant shareholding

in Sesa Goa and Sterlite

Sl No Name of shareholder No of shares(’000s)

1 ICICI Pru 4000

2 DSP Blackrock 333

3 LIC Nomura 274

4 TATA MF 162

5 ING 143

6 Goldman Sachs 133

7 Birla MF 109

8 Baroda MF 55

9 UTI MF 39

10 IDBI MF 33

Top ten mutual fund shareholders in Sesa Goa

Source: Moneycontrol.com

IIAS 29

Top ten mutual fund shareholders in Sterlite

Sl No Name of shareholder No of shares(mn)

1 HDFC MF 36.1

2 UTI MF 12.4

3 DSP Blackrock 7.3

4 Birla 5.7

5 SBI MF 3.9

6 Kotak 3.4

7 Sundaram MF 1.7

8 IDFC MF 1.5

9 ING 0.6

10 Goldman Sachs 0.5

Source: Moneycontrol.com

Financials 31 December 2011 *

Source: Company, IIAS Research * Trailing 12 months

Company (Rs bn) Sesa Goa Sterlite Cairn India VAL MALCO

Synergies &

other

adjustments

Sesa Sterlite

Revenue 90.9 402.0 118.6 56.5 3.3 (7.1) 664.3

EBIDTA 42.0 106.2 95.9 5.0 0.5 - 249.5

PAT 30.0 54.8 82.1 (23.5) 0.7 (34.3) 109.7

Net worth 139.6 452.4 461.3 7.0

Gross debt 44.1 123.6 12.5 198.9 - 288.0 667.2

Cash + current investment 1.4 215.5 77.1 2.0 1.9 - 297.8

Net debt/(cash) 42.7

(91.8) (64.6) 197.0 (1.9) 288.0 369.4

Net interest expense /(income)

(2.0)

(18.2) (6.4) 20.3 (0.3) 16.3 9.8

Key Ratios

Net debt/EBIDTA (x) 1.0

(0.9) (0.7) 39.6 (3.7) 1.5

Net debt/equity (x) 0.0

(0.2) (0.1) - (0.3) 0.5

Interest coverage (x)

(20.9)

(5.8) (15.0) 0.2 (2.0) - 25.6

IIAS 30