Serial No. [●] Addressed to: [●]

(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: March 17, 2015

STERLITE TECHNOLOGIES LIMITED

(The Sterlite Technologies Limited (the “Issuer”), incorporated in India with limited liability on March 24, 2000 under the Companies Act, 1956)

Registered Office: Survey No.68/1, Rakholi Village, Madhuban Dam Road 396 230 Union Teritory of Dadra & Nagar Haveli, India

Compliance Person: Mr. Amit Deshpande, Company Secretary Email of Compliance Person: amit.deshpande@sterlite.com Telephone: +91 20 3051 4000; Fax: +91 22 3051 4113

Website: www.sterlitetechnologies.com CIN: L31300DN2000PLC000340

INFORMATION MEMORANDUM AND PRIVATE PLACMENT OFFER LETTER FOR ISSUE BY WAY OF PRIVATE PLACEMENT BY THE ISSUER OF 10.60% 2000 SECURED, NON-CUMULATIVE, LISTED NON-CONVERTIBLE DEBENTURES (THE “DEBENTURES”) OF A FACE VALUE OF RS. 10,00,000 (RUPEES TEN LAKHS ONLY) WITH MARKETABLE LOT OF 1 DEBENTURE FOR CASH AGGREGATING TO RS. 2,00,00,00,000 (RUPEES TWO HUNDRED CRORES ONLY)

GENERAL RISKS

Investment in debt and debt related securities involves a degree of risk and Investors should not invest any funds in the debt instruments, unless they understand the terms and conditions and can afford to take the risks attached to such investments. For taking an investment decision, potential Investors must rely on their own examination of the Issuer, the Issue of any Debentures, this Information Memorandum including the risks involved. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to take an informed decision and consider with their advisers, of the suitability of the Debentures in the light of their particular financial circumstances and investment objectives and risk profile, and of all information set forth in this Information Memorandum, including the section entitled “Risk Factors”, before investing.

ISSUER’S ABSOLUTE 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

CRISIL Limited (“CRISIL”) has by way of its letter dated March 11, 2015 assigned a rating of “CRISIL A+” to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk

The above ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. Please refer to the Annexure D to this Information Memorandum for rationale for the above ratings.

LISTING

The Debentures offered through this Information Memorandum are initially proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Limited (“BSE”). The Issuer, with prior intimation to the Debenture Trustee, may get the Debentures listed on other recognized stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis.

Application for ‘in-principle’ listing approval was made to BSE through letter dated March 17, 2015. BSE has given their ‘in-principle’ listing approval for the Debentures proposed to be offered through this Information Memorandum through the letter dated March 17, 2015.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY-IN DATE

March 18, 2015 March 18, 2015 March 18, 2015

ARRANGER DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

AXIS BANK LIMITED Address: 8th Floor Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel.: (91 22) 6604 3293 Fax: (91 22) 2425 3800 E-mail: vikas.shinde@axisbank.com Investor Grievance E-mail: vikas.shinde@axisbank.com Website : www.axisbank.com Contact Person: Vikas Shinde SEBI Reg. No.: INM000006104

AXIS TRUSTEE SERVICES LIMITED Address: 2nd Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel: 022 2425 5216 Fax: 022 2425 4200 E-mail: debenturetrustee@axistrustee.com Investor Grievance E-mail: complaints@axistrustee.com Contact Person: The Chief Operating Officer SEBI Reg. No. IND000000494

KARVY COMPUTERSHARE PRIVATE LIMITED Address: Karvy House, 46, Avenue 4, Street No.1,Banjara

Hills, Hyderabad, Pin: 500 038 Tel: 040 – 23312454 Fax: 040 – 23311968 E-mail: Rajeev.kr@karvy.com Investor Grievance E-mail: einward.ris@karvy.com Contact Person: Mr. Rajeev Kumar SEBI Reg. No. IN200800

Each Issue of Debentures shall be subject to the provisions of the Companies Act, 1956, (the “Old Companies Act”) (to the extent in force on the date of this Information Memorandum), the Companies Act, 2013, (the “New Companies Act”), the rules notified pursuant to the New Companies Act, the Memorandum and Articles of Association of the Issuer, the terms and conditions of this Information Memorandum filed with the BSE and any other recognized stock exchanges, as applicable, the Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed and other documents in relation to each such Issue. THIS INFORMATION MEMORANDUM ALSO CONSTITUTES A PRIVATE PLACEMENT OFFER LETTER AND INCORPORATES DISCLOSURES REQUIRED UNDER FORM PAS-4 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014

Serial No. [●] Addressed to: [●]

(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: March 17, 2015

(i)

TABLE OF CONTENTS

DISCLAIMERS ........................................................................................................................................................ 1 

DEFINITIONS AND ABBREVIATIONS ............................................................................................................ 6 

FORWARD LOOKING STATEMENTS ........................................................................................................... 11 

RISK FACTORS .................................................................................................................................................... 12 

SUMMARY TERM SHEET ................................................................................................................................. 17 

HISTORY AND BUSINESS OF THE ISSUER ................................................................................................. 27 

STERLITE CORPORATE STRUCTURE ......................................................................................................... 28 

BUSINESS OF THE ISSUER ............................................................................................................................... 29 

KEY OPERATIONAL AND FINANCIAL PARAMETERS ........................................................................... 31 

MATERIAL AGREEMENTS/ DOCUMENTS ................................................................................................. 32 

FINANCIAL INFORMATION OF THE ISSUER ............................................................................................ 33 

RELATED PARTY TRANSACTIONS .............................................................................................................. 35 

OUTSTANDING LITIGATIONS AND DEFAULTS ....................................................................................... 36 

THE ISSUER’S MANAGEMENT ....................................................................................................................... 37 

OBJECTS OF THE ISSUE ................................................................................................................................... 42 

STATUTORY AND REGULATORY DISCLOSURES ................................................................................... 43 

ISSUE PROCEDURE ............................................................................................................................................ 54 

UNDERTAKINGS BY THE ISSUER ................................................................................................................. 62 

DECLARATION .................................................................................................................................................... 63 

ANNEXURE A APPLICATION FORM .......................................................................................................... 64 

ANNEXURE B BOARD RESOLUTION AUTHORSING THE ISSUE ....................................................... 68 

ANNEXURE C SHAREHOLDERS RESOLUTION ....................................................................................... 73 

ANNEXURE D RATING LETTERS OF RATING AGENCIES ALONGWITH RATING RATIONALE .................................................................................................................................................................................. 76 

ANNEXURE E CONSENT OF DEBENTURE TRUSTEE ............................................................................. 80 

ANNEXURE F IN-PRINCIPLE APPROVAL OF THE BSE ......................................................................... 81 

ANNEXURE G ANNUAL FINANCIAL STATEMENTS FOR YEARS ENDED MARCH 31, 2012, 2013 AND 2014 ................................................................................................................................................................ 82 

ANNEXURE H LIMITED REVIEW FINANCIALS FOR HALF YEAR ENDED SEPTEMBER 30, 2014 .................................................................................................................................................................................. 85 

Dated: [●], 2015

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DISCLAIMERS

ISSUER’S DISCLAIMER

The distribution of this Information Memorandum and each Issue of Debentures, to be initially listed on the WDM segment of the BSE and subsequently on any recognized stock exchange as the Issuer deems fit, after giving prior intimation to the Debenture Trustee, is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to any person other than Eligible Investors. Multiple copies hereof or of any Information Memorandum 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 Debentures to the public of India in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the New Companies Act. Apart from this Information Memorandum, no offer document or prospectus has been or will be prepared in connection with the offering of the Debentures or in relation to the Issuer nor is such a prospectus required to be registered under applicable laws.

This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations, Old Companies Act (to the extent in force on the date of this Information Memorandum) and New Companies Act. Pursuant to Section 42 of the New Companies Act and Rule 14(3) of the PAS Rules, the Issuer shall file a copy of this Information Memorandum with the ROC and SEBI within a period of 30 (thirty) days of circulation of this Information Memorandum.

This Information Memorandum has been and will be 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 Information Memorandum does not purport to contain all the information that any potential Investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum 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 as well as the structure of the Issue. 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 the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances. It is the responsibility of potential Investors to also ensure that they will sell these Debentures in strict accordance with this Information Memorandum and applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the New Companies Act. Neither the intermediaries nor their agents nor advisors associated with the Issue of Debentures undertake to review the financial condition nor affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum or have any responsibility to advise any Investor or potential Investor in the Debentures of any information coming to the attention of any other intermediary.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact as known to the Issuer on the date of the Information Memorandum necessary to make the statements herein, in the light of the circumstances under which they are made, and are not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum 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. The legal advisors to the Issuer and any other intermediaries and their agents or advisors associated with the Issue of Debentures have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any such intermediary as to the accuracy or completeness of the information contained in this Information Memorandum or any other information provided by the Issuer. Accordingly, the legal advisors to the Issuer and other intermediaries associated with the Issue of Debentures shall have no liability in relation to the information contained in this Information Memorandum or any other information provided by the Issuer in connection with the Issue.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Dated: [●], 2015

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Neither the delivery of this Information Memorandum 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 Information Memorandum and the contents hereof and thereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and/or any Arranger appointed for the Debentures 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 Information Memorandum are intended to be used only by those potential Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

Each copy of this Information Memorandum will be serially numbered and the person, to whom a copy of the Information Memorandum is sent, is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

Invitations, offers and sales of the Debentures shall only be made pursuant to this Information Memorandum. You may not be and are not authorized to (1) deliver this Information Memorandum to any other person; or (2) reproduce this Information Memorandum in any manner whatsoever. Any distribution or reproduction of this Information Memorandum in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Information Memorandum is unauthorized. Failure to comply with this instruction may result in a violation of the New Companies Act, the SEBI Debt Regulations or other applicable laws of India and other jurisdictions. This Information Memorandum has been prepared by the Issuer for providing information in connection with each proposed Issue of Debentures described in this Information Memorandum.

Each person receiving this Information Memorandum 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 associated with the Issue of Debentures in connection with its investigation of the accuracy of such information or its investment decision. Each person in possession of this Information Memorandum should carefully read and retain this Information Memorandum. However, each such person in possession of this Information Memorandum are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and such persons in possession of this Information Memorandum should consult with their own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures.

The Issue of Debentures will be a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue of Debentures in any jurisdictions other than India. This Information Memorandum is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. This Information Memorandum 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 Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. This Information Memorandum is made available to Investors in the Issue of Debentures on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise.

DISCLAIMER IN RESPECT OF JURISDICTION

The Issue of Debentures will be made in India to Investors as specified under “Eligible Investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the 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 jurisdiction of the courts of Mumbai. This Issue is made in India to persons resident in India. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

Dated: [●], 2015

3

DISCLAIMER CLAUSE OF THE BSE

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Regulations for hosting the same on its website.

It is to be distinctly understood that submission of this Information Memorandum to the BSE or hosting the same on its website should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the BSE, nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE, nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its Promoters, 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 BSE 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 CLAUSE OF THE ARRANGER

The Issuer has authorized the Arranger to distribute this Information Memorandum in connection with the proposed transaction outlined in it (the “Transaction”) and the Debentures proposed to be issued in the Transaction.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Arranger. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arrangers 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 Arranger hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any liability, 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. By accepting this Information Memorandum, the Investor agrees that the Arranger will not have any such liability.

It is hereby declared that the Issuer has exercised due diligence to ensure complete compliance of prescribed disclosure norms in this Information Memorandum. Each person receiving this Information Memorandum acknowledges that such person has not relied on the Arranger, nor any person affiliated with the Arranger, in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of the Issuer and the merits and risks involved in investing in the Debentures. The Arranger: (a) has no obligations of any kind to any invited Investor under or in connection with any Transaction Documents; (b) is not acting as trustee or fiduciary for the Investors or any other person; and (c) is under no obligation to conduct any “know your customer” or other procedures in relation to any person on behalf of any Investor. Neither the Arranger nor their affiliates or their respective officers, directors, partners, employees, agents, advisors or representatives is responsible for: (a) the adequacy, accuracy, completeness and/ or use of any information (whether oral or written) supplied by the Issuer or any other person in or in connection with any Transaction Document including this Information Memorandum; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document; or (c) any determination as to whether any information provided or to be provided to any finance party 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 role of the Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Arranger have neither scrutinized nor vetted nor has it done any due-diligence for verification of the contents of this Information Memorandum. The Arranger is authorized to deliver copies of this Information Memorandum on behalf of the Issuer to Eligible

Dated: [●], 2015

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Investors which are considering participation in the Issue and shall use this Information Memorandum for the purpose of soliciting subscriptions from Eligible Investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. The Arranger or any of its 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 Information Memorandum.

The Investors should carefully read and retain this Information Memorandum. However, the Investors are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and the Investors should consult with their own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. This Information Memorandum is not intended to be the basis of any credit analysis or other evaluation and should not be considered as a recommendation by the Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is understood that each recipient of this Information Memorandum will perform its own independent investigation and credit analysis of the proposed financing and the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Issuer, based on such information and independent investigation as it deems relevant or appropriate and without reliance on the Arranger or on this Information Memorandum.

FORCE MAJEURE

The Issuer reserves the right to withdraw the Issue of Debentures prior to the issue closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment or otherwise. In such an event, the Issuer will refund the application money along with the interest payable on such application money without giving any reason.

CONFIDENTIALITY

The information and data contained herein is submitted to each recipient of this Information Memorandum on a strictly private and confidential basis. By accepting a copy of this Information Memorandum, each recipient agrees that neither it nor any of its employees or advisors will use the information contained herein for any purpose other than evaluating the specific transactions described herein or will divulge to any other party any such information. This Information Memorandum must not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient without the prior written consent of the Issuer.

CAUTIONARY NOTE

The Investors have agreed that they, (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 purchasing the Debentures; (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in this 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 Debentures or the Issuer (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, (vii) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Issuer, and (viii) understand that, by purchase or holding of the Debentures, 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, and they will not look to the Arranger appointed for the Debentures for all or part of any such loss or losses that they may suffer.

Neither this Information Memorandum nor any other information supplied in connection with the Issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each Investor contemplating purchasing any Debentures should make its own independent investigation of the

Dated: [●], 2015

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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 the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances. This Information Memorandum is made available to potential Investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.

No person, including any employee of the Issuer, has been authorised to give any information or to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied upon as having being authorised by or on behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Information Memorandum. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any other jurisdiction and to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions. The sale or transfer of the Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

Dated: [●], 2015

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DEFINITIONS AND ABBREVIATIONS

In this Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations expanded below shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “Sterlite Technologies Limited” or “Sterlite” or to the “Issuer” is to Sterlite Technologies Limited. References to “we”, “us” or “our” is to Sterlite Technologies Limited, its subsidiaries, associates and joint ventures, on a consolidated basis, and references to “you” are to the prospective Investors in the Debentures.

Issuer Related Terms

Term Description

AOA / Articles/ Articles of Association

The articles of association of the Issuer as amended from time to time

Board of Directors/ Board The board of directors of the Issuer or a duly constituted committee thereof

Director(s) Director(s) on the Board, as appointed from time to time

Memorandum of Association

The memorandum of association of the Issuer as amended from time to time

Registered Office Survey No.68/1, Rakholi Village, Madhuban Dam Road 396 230

Union Teritory of Dadra & Nagar Haveli, India

Promoter The promoter of the Issuer, i.e. Twinstar Overseas Limited

Promoter Group Promoter group shall mean the persons and entities forming part of the Issuer’s promoter group, in accordance with the SEBI (ICDR) Regulations and appearing in latest shareholding pattern of the Sterlite disclosed to the stock exchange in accordance with Clause 35 of Equity Listing Agreement.

Issue Related Terms

Term Description

Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Application Form The form in which an Investor can apply for subscription to the Debentures as attached in Annexure A

Axis Bank Axis Bank Limited and any group, subsidiary, associate or affiliate of Axis Bank Limited and their respective directors, representatives or employees and/or any persons connected with them.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act

Business Days All days except Saturday, Sunday and any public holiday in accordance with the Negotiable Instruments Act, 1881

BSE BSE Limited

Consolidated Debenture Certificate

has the meaning set forth in the Section titled “Issue Procedure”

Dated: [●], 2015

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Term Description

CRISIL Credit Rating Information Services of India Limited

DRR Debenture Redemption Reserve required under Section 71 of the New Companies Act and rules made thereunder.

Debt Listing Agreement Simplified debt listing agreement, as amended from time to time, to be entered into by the Issuer with BSE for the listing of the Debentures and any other recognized stock exchange to which the Issuer may apply for the listing of the Debentures subsequently after giving prior intimation to the Debenture Trustee

Debentures 10.60% 2000 secured, non-cumulative, listed non-convertible debentures by Sterlite

Debentureholder(s) Persons who are for the time being holders of the Debentures and whose names are most recently entered into the Register of Debentureholders and shall include the Beneficial Owners

Debenture Trustee/Trustee Trustee for the Debentureholders, in this case being Axis Trustee Services Limited

Debenture Trust Deed Means the trust deed to be entered into between the Debenture Trustee and the Issuer in relation to the Issue

Debenture Trustee Regulations

Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as amended

Deemed Date of Allotment March 18, 2015

Default Interest Additional interest at the rate of 2% per annum on the Debentures in addition to the payment of Interest and/or the Redemption Amount, as the case may be payable by the Issuer in case of default in payment of any Interest on Interest Payment Date and/or Redemption Amount on the Redemption Date.

Depository A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL.

EBITDA Earnings of the Company before interest, taxes, depreciations and amortizations as reflected n the profit and loss account of the Issuer (excluding - other income)

Early Redemption Date The date on which the Debenture Trustee gives notice to the Issuer upon the occurrence of Event of Default.

Event of Default Events of default as set out in the Debenture Trust Deed, the occurrence of which will lead to all amounts payable under the Debentures becoming immediately due and payable upon notification of the Debenture Trustee.

Governmental Authority shall mean any:

(a) government (central, state or otherwise) or sovereign state;

(b) any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof;

(c) international organization, agency or authority, and

including, without limitation, any stock exchange or any self-regulatory organization, established under any applicable law

Dated: [●], 2015

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Term Description

Information Memorandum This Information Memorandum dated March 18, 2015

Interest Payment Date Interest payable annually with respect to the Debentures on the 18th day of March in each year (and if such day is not a Business Day, the day immediately next to day that is a Business Day) with the first interest payment date falling on March 18, 2016

Interest Period Each period from (and including) any Interest Payment Date to (but excluding) the next succeeding Interest Payment Date.

Interest Rate 10.60% p.a.

Investor(s) Such person who subscribe to this Issue

Issue Issue by way of private placement of Debentures by the Issuer pursuant to the terms of this Information Memorandum

Material Adverse Effect “Material Adverse Effect” means a material adverse effect on or a material adverse change in:

(a) the condition (financial or otherwise), assets or business of the Issuer;

(b) the ability of the Issuer to perform and comply with its obligations under any Transaction Document; or

(c) the validity, legality or enforceability of, or the rights or remedies of any party under, any Transaction Document.

Mortgaged Property The specific Immovable properties of the Issuer located in Maharashtra over which a exclusive first charge will be created in favour of the Debenture Trustee as security for the Debentures which shall be acceptable to the Debenture Trustee.

Record Date Means the date which is 15 (fifteen) days prior to the Interest Payment Date and the the Redemption Date, as the case may be, for the purposes of actual payment or as may be prescribed by SEBI. Registered Debentureholders on the Record Date will be the recipients of actual payment of interest at the Interest Rate by the Issuer.

Redemption Amount Means all principal amounts outstanding shall be payable on the Early Redemption Date or Redemption Date, as the case may be, in one bullet installment. On the Early Redemption Date or the Redemption Date, as the case may be, the accrued interest and other amounts owed will also be payable.

Redemption Date Means the date falling 3 years after the Deemed Date of Allotment, on which the outstanding principal of the Debentures will be repaid by the Issuer.

Register of Debentureholders

The register maintained by the Issuer at its Registered Office as per section 88 of the New Companies Act, containing the names of the Debentureholders entitled to receive interest in respect of the Debentures on the Record Date, and shall include the register of Beneficial Owners maintained by the Depository under section 11 of the Depositories Act

Registered Debenture holder

The Debentureholder whose name appears in the Register of Debentureholders or in the beneficial ownership record furnished by the Depository for this purpose

Registrar/Registrar to the Issue

Registrar to this Issue, in this case being Karvy Computershare Private Limited.

Tangible Net Worth The aggregate of the paid up and issued equity share capital, the reserves (excluding the revaluation reserves) and surplus less intangible assets like patents,

Dated: [●], 2015

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Term Description

trademarks and goodwill less accumulated losses and debit balance of profit and loss account;

Total Debt The aggregate of the Issuer’s long term debt obligations, short term debt obligations, working capital borrowings, and corporate and financial guarantees (excluding guarantees in the nature of bid bond, advance payment guarantee and performance guarantee) issued by the Company.

Conventional and General Terms, Abbreviations and References to Other Business Entities

Abbreviation Full form

CDSL Central Depository Services (India) Limited

Depositories Act The Depositories Act, 1996, as amended from time to time

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

DP ID Depository Participant Identification Number

Equity Shares Equity shares of the Issuer of Face Value of Rs. 2 each

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, as amended, including the regulations framed thereunder

FII Foreign institutional investor,as defined under Regulation 2(1)(g) of the SEBI (Foreign Portfolio Investors) Regulations, 2014, registered with SEBI under applicable laws in India

FIPB Foreign Investment Promotion Board

Financial Year/ Fiscal/ FY Period of 12 months ended on March 31 of that particular year

FPI Foreign portfolio investor, as defined under Regulation 2(1)(h) of the SEBI (Foreign Portfolio Investors) Regulations, 2014

Government / GoI Government of the Republic of India

GAAP Generally Accepted Accounting Principles

GAAR General Anti Avoidance Rule

IT Act The Indian Income Tax Act, 1961, as amended from time to time

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IRDA Insurance Regulatory and Development Authority

NBFC Non-Banking financial company

NECS National Electronic Clearing Services

NEFT National Electronic Funds Transfer

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Abbreviation Full form

New Companies Act The Companies Act, 2013, as amended from time to time

NRI Non-resident Indian

NSDL National Securities Depository Limited

OCB Overseas Corporate Body

Old Companies Act The Companies Act, 1956, as amended from time to time

PAS Rules Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time

Pension Fund Established under the Employee’s Pension Scheme, 1995

Provident Fund Established under the Employees’ Provident Funds Scheme, 1952

p.a. Per annum

PAN Permanent Account Number

Qualified Foreign Investors / QFIs

Qualified foreign investors, as defined under Regulation 2(1)(l) of the SEBI (Foreign Portfolio Investors) Regulations, 2014

QIBs / Qualified Institutional Buyers

Qualified institutional buyers, as defined under Regulation 2(1)(zd) of the SEBI (ICDR) Regulations

RBI The Reserve Bank of India constituted under the RBI Act

RBI Act Reserve Bank of India Act, 1934, as amended from time to time

RNBC Residuary Non-Banking Company

RoC / ROC The Registrar of Companies, Maharashtra

RTGS Real Time Gross Settlement

Rs./INR/` Indian Rupees

SCRA Securities Contract (Regulations) Act, 1956, as amended from time to time

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

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

SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time

SEBI (ICDR) Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended

WDM Wholesale Debt Market

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FORWARD LOOKING STATEMENTS

Certain statements in this Information Memorandum are not historical facts but are “forward-looking” in nature. Forward-looking statements appear throughout this Information Memorandum, including, without limitation, under the section titled “Risk Factors”. Forward-looking statements include statements concerning the Issuer’s plans, objectives, goals, strategies, future events, future revenues or financial performance, capital expenditure, financing needs, plans or intentions relating to acquisitions, the Issuer’s competitive strengths and weaknesses, the Issuer’s business strategy and the trends the Issuer anticipates in the industry, along with the political and legal environment, and geographical locations, in which the Issuer operates, and other information that is not historical information.

Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”, “intend”, “is likely to”, “may”, “plan”, “predict”, “project”, “seek”, “should”, “targets”, “would” and similar expressions, or variations of such expressions, are intended to identify and may be deemed to be forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved.

These risks, uncertainties and other factors include, among other things, those listed under the section titled “Risk Factors” of this Information Memorandum, as well as those included elsewhere in this Information Memorandum. Prospective Investors should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

For a further discussion of factors that could cause the Issuer’s actual results to differ, please refer to the section titled “Risk Factors” of this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Although the Issuer believes that the expectations reflected in such forward-looking statements are reasonable at this time, the Issuer cannot assure Investors that such expectations will prove to be correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the Issuer’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements. As a result, actual future gains or losses could materially differ from those that have been estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Forward looking statements speak only as of the date of this Information Memorandum. None of the Issuer, its Directors, its officers or any of their respective affiliates or associates has any obligation to update or otherwise revise any statement reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under 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. 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. To obtain a complete understanding, prospective Investors should read this section in conjunction with the remaining sections of this Information Memorandum, as well as the other financial and statistical information contained in this Information Memorandum. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, the Issuer’s business, results of operations and financial condition could suffer, the price of Debentures could decline, and the Investor may lose all or part of their investment. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. The inability of the Issuer to pay interest, principal or other amounts on or in connection with the Debentures may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to them or which they may not currently be able to anticipate. You must rely on your own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.

RISKS RELATED TO THE ISSUER

Risks related to our telecom businesses

1. Any downturn in global demand, in particular, from China, for optical fiber may lead to a decrease in global optical fiber prices, which may materially and adversely our business, financial condition and results of operation.

2. According to CRU International Limited (“CRU”), China has been the largest consumer of optical fiber since 2009, accounting for in excess of 50% of optical fiber demand globally. Historically, this has been attributed to the large amounts of capital expenditure invested by Chinese telecom operators to upgrade their respective telecom networks and related infrastructure. In addition, there is a recent policy by the Chinese government requiring certain newly built residences to be equipped with fiber-to-the-home (“FTTH”) connections.

3. However, there can be no assurance that the demand for optical fiber in China from these telecom operators would continue or that further upgrades will be carried out after the initial upgrade-related projects are completed. In addition, any government policy with respect to the telecom industry may also change, resulting in a reduction in the capital expenditure by the Chinese telecom operators and/or a prolonged delay in the completion of their network upgrades, thereby reducing the demand for optical fiber and related products.

4. In the event that the demand for optical fiber cable in China declines, the prices of optical fiber cable and consequently, the optical fiber products, including our sale prices of optical fiber and related products, are likely to decline in view of a continued supply of such products and we may have certain periods of excess inventory. Accordingly, our results of operations and our financial condition could be materially and adversely affected.

5. The invention and successful marketing of new connectivity technology which is superior to the existing optical cable wireline based infrastructure would eradicate the demand of optical fiber and related products.

6. Our customers of optical fiber and related products including optical fiber cables are either companies that are in the telecom industry or companies which use our products to manufacture optical fiber cables and/or related products to the telecom industry.

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7. In the event that a new connectivity technology which is either cheaper to produce or superior in its inherent connectivity properties, or both, is invented and successfully mass marketed, the demand for optical fiber and related products including optical fiber cables would drop significantly. We may have to spend considerable amount of time and money towards acquiring or developing such technology, and there is no assurance that we will be successful and accordingly, our results of operations and our financial condition could be materially and adversely affected.

Risks related to our power products businesses

8. Aluminium, copper, furnace oil and natural gas form a significant portion of the costs of our raw materials in the power products business and we have limited ability to pass on any higher materials costs to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

9. We purchase these commodity materials as required on a purchase order basis and have not generally entered into long-term contracts with our suppliers. The price of aluminium, copper and other commodities used in our business are market driven and fluctuate from time to time. Although certain of our contracts with purchasers of our products allow us to pass through any increase in the prices of these commodities, there is no assurance that we will be insulated from any such price increase because there is an additional premium on top of the spot prices for requiring physical delivery of the aluminium. In addition, although we typically enter into hedging arrangements to hedge against any significant fluctuations in prices, there is no certainty that such arrangements would be sufficient. Accordingly, if we cannot obtain sufficient quantities of raw materials at reasonable prices, obtain alternative supply of such raw materials at competitive prices or if we are not able to pass on higher materials costs to our customers, this could have a material adverse effect on our business, financial condition and results of operations.

Risks related to our telecom and power businesses

10. We are dependent on a small group of customers in each of our telecom and power business segments for a substantial part of our net revenues.

11. Although our contracts are typically awarded on a project to project basis, we anticipate that our long-standing relationships with our key customers will result in our five largest customers continuing to account for a significant portion of our net revenues for the foreseeable future. Our ability to retain and grow our business with these and other customers, and to add new customers, is important to our ongoing success.

12. The loss of one or more of these significant customers or a reduction in the amount of business we obtain from them could have an adverse effect on our business, financial condition and results of operations. We cannot assure you that we will be able to maintain historic levels of business from our significant customers or that we will be able to significantly reduce customer concentration in the future.

13. In addition, customers are reluctant to engage new vendors and it may be difficult for us to attract new major customers and/or break into new markets. The power sector is capital intensive with a longer gestation period where economic conditions and government policy are key factors affecting the entry of new players in this sector. Any adverse development in the economic environment in any of the above jurisdictions may also impact the sectors in which our customers’ operate, which may in turn cause the demand for our products to decrease or cease.

14. Our telecom and power products are capital goods within their respective industries and any delay or slowdown in capital expenditure plans by our customers due to delays in the implementation of projects, weak economic conditions and/or a scaling back of expansion plans could adversely affect our business and results of operations.

15. Our telecom and power products which we manufacture and sell are capital goods used for the telecom industry and power transmission industry, respectively. Accordingly, the demand of our products is directly dependent on the requirements of our customers, which are primarily telecom operators and utility companies. The requirements of the telecom operators and utilities for our respective telecom and power products are in turn linked to their investment in the expansion or upgrade of their telecom

Dated: [●], 2015

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networks or they being awarded new power projects and the timely implementation, upgrade and/or construction of such project, as applicable. Any delay in the implementation, upgrade and/or construction of such project would in turn impact the demand for our telecom and power products and could adversely affect our business and results of operations.

16. Accordingly, any significant adverse developments in India’s economic liberalisation and deregulation policies could also affect the investment climate and the appetite for network upgrading, tenders to be called and/or projects awarded. While the recent elections in India have resulted in a stable central government, any political instability in India in the future may adversely affect the Indian economy in general and in turn delay or cause various governmental projects to be cancelled or scaled back.

EXTERNAL RISK FACTORS

Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact on the Issuer’s results of operations and financial condition.

Any downgrade of India’s credit rating for domestic and international debt by international rating agencies may adversely impact the Issuer’s ability to raise additional financing and the interest rates and commercial terms on which such additional financing is available. This could have an adverse effect on the Issuer’s ability to obtain financing to fund its growth on favourable terms or at all and, as a result, could have a material adverse effect on its results of operations, financial condition and prospects.

Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results of operations and financial condition.

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, as well as any future government policies and changes in laws and regulations in other countries where the Issuer has a significant presence may adversely affect the Issuer’s financial results and operation, and restrict the Issuer’s ability to do business in its target markets. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on its business, results of operations and financial condition.

Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to get the Debentures listed after giving prior intimation to the Debenture Trustee or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected.

The effects of the planned convergence with IFRS and adoption of ‘Indian Accounting standards converged with IFRS’ (“IND-AS”) are uncertain and any failure to successfully adopt IND-AS could adversely affect the Issuer’s business.

The Issuer may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the Ministry of Corporate Affairs, Government of India (the “MCA”). The MCA has announced that it will implement IND-AS in a phased manner after various issues including tax-related issues are resolved. No date has yet been announced for implementation.

The Issuer has not determined with any degree of certainty the impact that such adoption will have on its financial reporting. Therefore, there can be no assurance that the Issuer’s adoption of IND-AS will not adversely affect the reported results of operations or financial condition as compared to that under Indian GAAP. In the Issuer’s transition to IND-AS reporting, the Issuer may encounter difficulties in the on-going process of implementing and enhancing its management information systems condition and any failure to successfully adopt IND-AS could adversely affect its business and the trading price of the Debentures.

The proposed new taxation system could adversely affect the Issuer’s business and the trading price of the Debentures.

The Government has proposed three major reforms in Indian tax laws, namely the goods and services tax, the direct taxes code and provisions relating to GAAR.

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As regards the implementation of the goods and service tax and the direct tax code, the Government has not specified any timeline for their implementation. The goods and services tax would replace the indirect taxes on goods and services such as central excise duty, service tax, customs duty, central sales tax, state VAT, surcharge and excise currently being collected by the central and state governments. The direct taxes code aims to reduce distortions in tax structure, introduce moderate levels of taxation, expand the tax base and facilitate voluntary compliance. It also aims to provide greater tax clarity and stability to investors who invest in Indian projects and companies as well as clarify the taxation provisions for international transactions. It aims to consolidate and amend laws relating to all direct taxes like income tax, dividend distribution tax and wealth tax and facilitate voluntary compliance.

As regards GAAR, the provisions have been introduced in the Finance Act, 2012 to come into effect from April 1, 2016. The GAAR provisions intend to catch arrangements declared as “impermissible avoidance arrangements”, which is any arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which satisfy at least one of the following tests (i) creates rights, or obligations, which are not ordinarily created between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax benefit or a benefit under a tax treaty.

As the taxation system is intended to undergo significant overhaul, its consequent effects on the banking system cannot be determined as of the date of this Information Memorandum and there can be no assurance that such effects would not adversely affect the Issuer’s business, future financial performance and the trading price of the Debentures.

RISKS RELATING TO THE ISSUE

The Issuer’s management will have significant flexibility in applying proceeds received from the Debentures. The fund requirement and deployment have not been appraised by any bank or financial institution.

The Issuer intends to use the proceeds of the Debentures for general corporate purposes including without limitation capital expenditure, working capital and refinancing of existing debt and for any other purposes in accordance with the applicable laws and regulations. The fund requirement and deployment is based on internal management estimates and has not been appraised by any bank or financial institution. Accordingly, the management will have significant flexibility in applying the proceeds received by the Issuer from the Debentures. Further, as per the provisions of the SEBI Debt Listing Regulations, the Issuer is not required to appoint a monitoring agency and therefore no monitoring agency will be appointed for the Debentures.

The Debentures may not be a suitable investment for all purchasers.

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 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.

Modification, waivers and substitution

The conditions of the Debentures shall contain provisions for calling meetings of Debentureholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Debentureholders including Debentureholders who did not attend and vote at the relevant meeting and Debentureholders who voted in a manner contrary to the majority.

The Issuer may not be able to maintain adequate DRR for the Debentures

Section 71 of the New Companies Act stipulates that where a company issues bonds, it must create a DRR for the redemption of such bonds, to which adequate amounts shall be credited, from out of its profits every year until such bonds are redeemed. Further, in accordance with Rule 18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25 % of the value of debentures issued through private placement route.

Dated: [●], 2015

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In case the Issuer is unable to generate any profit, it may not be able to provide for the DRR even to the extent of the stipulated 25 %.

Any downgrading in credit rating of the Debentures may affect the value of the Debentures

The Debentures proposed to be issued pursuant to this Information Memorandum have been rated “CRISIL A+” “ with negative outlook by CRISIL. The Issuer cannot guarantee that the ratings on the Debentures will not be downgraded. A downgrade in the credit ratings may lower the value of the Debentures.

Rights of holders of Debentures right to receive payments is junior to certain tax and other liabilities preferred by law.

The secured Debentures will be secured obligations of the Issuer and will rank subordinated to certain liabilities preferred by law such as to claims of the Government on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business. In particular, in the event of bankruptcy, liquidation or winding-up, the Issuer’s assets will be available to pay obligations on the secured Debentures only after all of the above liabilities that rank senior to the secured Debentures have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the secured Debentures.

Changes in interest rates may affect the price of the Issuer’s Debentures.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest rates are highly sensitive and fluctuations thereof are dependent upon many factors which are beyond the Issuer’s control, including the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. 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 fall or rise 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. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of the Debentures.

Fixed rate securities have a market risk.

The Debentures will bear interest at a fixed rate. A holder of a security with a fixed interest rate is exposed to the risk that the price of such security falls as a result of changes in the current interest rate on the capital market (the “Market Interest Rate”). While the nominal interest rate of a security with a fixed interest rate is fixed during the life of such security or during a certain period of time, the Market Interest Rate typically changes on a daily basis. A change of the Market Interest Rate causes the price of such security to change. If the Market Interest Rate increases, the price of such security typically falls. If the Market Interest Rate falls, the price of a security with a fixed interest rate typically increases. Investors should be aware that movements of the Market Interest Rate can adversely affect the price of the Debentures and can lead to losses for the Debentureholders if they sell the Debentures.

The Issuer may raise further borrowings and charge its assets.

The Issuer is not barred from raising future borrowings and may charge its assets from time to time for any of such future borrowings. In the event of a default in repayment of the borrowings of the Issuer which will also trigger cross default of the Debentures, the borrowings of the Issuer which are secured with the assets of the Issuer will have a higher probability of being redeemed than the Debentures.

Uncertain trading market

The Issuer intends to list the Debentures on the WDM segment of the BSE and such other recognized stock exchanges that the Issuer may deem fit after giving prior intimation to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be frequently traded on the BSE or such other stock exchanges on which the Debentures are listed and that there would be any market for the Debentures.

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SUMMARY TERM SHEET

Security Name 10.60% secured, rated, listed, redeemable, non-cumulative, taxable non-convertible debentures of a face value of Rs. 10,00,000 aggregating to Rs. 200,00,00,000 due 2018

Issuer Sterlite Technologies Limited

Type of Instrument Secured, rated, listed, redeemable, non-cumulative, taxable non-convertible debentures

Nature of Instrument Secured

Seniority Debentures shall rank senior to unsecured indebtedness of the Issuer

Mode of Issue On private placement to all Eligible Investors

Eligible Investors The following categories of Investors together constitute “Eligible Investors”:

Commercial banks

Eligible Financial Institutions

Insurance companies

Companies

NBFCs and RNBCs

Mutual funds

FIIs

QFIs

FPIs

Provident funds, gratuity, superannuation and pension funds, subject to their investment guidelines

Any other Investor authorised to invest in these Debentures

Only Eligible Investors, when specifically approached, are eligible to apply for the Debentures.

Listing WDM segment of BSE. The Issuer shall ensure that the listing of the Debentures on the WDM segment of the BSE takes place within 20 (twenty) calendar days from the Deemed Date of Allotment.

The Issuer undertakes to get the Debentures listed on BSE within 20 (twenty) days from the Deemed Date of Allotment. The Issuer also reserves the right to get the Debentures listed on such other recognized stock exchanges as the Issuer may deem fit after giving prior notification of such proposed listing to the Debenture Trustee.

In the event of a delay in listing of the Debentures beyond 20 (twenty) calendar days of the Deemed Date of Allotment, the Issuer will pay to the Investor penal interest of 2 % p.a. over the Interest Rate commencing on the expiry of 20 (twenty) calendar days from the Deemed Date of Allotment until the listing of the Debentures. In case of subscription by FIIs, QFIs or FPIs, in the event of delay in listing beyond 20 (twenty) calendar days of the Deemed

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Date of Allotment, the Issuer will refund the proceeds of Issue with penal interest of 2% p.a. over the Interest Rate from the Deemed Date of Allotment until the date of refund, immediately.

In the event of the Issuer’s failure to do so, to the extent that any Debenture Holders are FIIs or sub-accounts of FIIs, QFIs or FPIs the Issuer shall immediately redeem / buy back any and all Debentures which are held by such FIIs or such sub-account(s) of FIIs or QFIs or FPIs.

Rating of Instrument “CRISIL A+ (A plus)” by CRISIL

Issue Size Not exceeding Rs. 200,00,00,000/- (Rupees Two Hundred Crores only)

Option to retain oversubscription

N.A.

Objects of the Issue / details of utilisation of proceeds

Please refer to Section of the Information Memorandum entitled “Objects of the Issue”

Future Borrowings Subject to compliance with the documents relating to the Debenture issuance, the Issuer shall be entitled to borrow or raise loans or create encumbrances or avail financial assistance in whatever form, and also issue promissory notes or debentures or other securities, without the consent of, or intimation to the Debenture Holders or the Debenture Trustee in this connection. However, no such borrowings will have the benefit of the security granted to the Debenture Trustee and Debenture Holders under the Transaction Documents.

Interest Rate At the rate of 10.60% per annum, payable on an annual basis in arrears, from the Deemed Date of Allotment.

Step Up/ Step Down Interest Rate

Interest Rate will step up by 25 basis point i.e. 0.25% for every notch of downgrade from the current credit rating of the Debentures i.e. “CRISIL A+ (A plus)” from the date of rating downgrade. However, the Debenture Trustee will have a Put Option if the rating of the Debentures is downgraded to “A- (A minus)” by CRISIL. Further, if the Issuer fails to mandatorily redeem the Debentures on happening of the exercise of the Put Option by the Debenture Trustee, upon expiry of 30 days of the date of issuance of Put Option Notice, the same shall be termed as an Event of Default.

Interest Period Each interest period shall be each period from (and including) Interest Payment Date to (but excluding) the next succeeding Interest Payment Date until the Redemption Date. In the case of the first Interest Payment Date falling on March 18, 2016, interest shall accrue from and including the Deemed Date of Allotment to (but excluding) the first Interest Payment Date, being the 18th day of March, 2016, and if such day is not a Business Day, the day immediately next day that is a Business Day.

Interest Payment Dates Payable annually from the Deemed Date of Allotment on each date falling on the 18th day of March of each year with the first interest payment date falling on March 18, 2016, till the Redemption Date.

Interest Type Fixed

Exercise Date/Interest Reset Date

N.A.

Day Count Basis Actual/Actual

Interest on Application Money Interest on application money will be paid to Investors at the rate of 10.60% p.a. from the date of realization of subscription money up to 1(one) calendar day prior to the Deemed Date of Allotment. Such interest will be paid within 7

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(seven) Business Days from the Deemed Date of Allotment.

Default Interest In the event of a default in payment of any Interest on the Interest Payment Date and/or Redemption Amount on the Redemption Date, the Issuer shall pay to the Debenture Holders additional interest at the rate of 2 % p.a. (“Default Interest”) on the Debentures in addition to the payment of Interest and/or the Redemption Amount, as the case may be.

Default Interest shall be payable for the period commencing on the first day of such payment default until the time such payment default continues.

The Default Interest shall be payable on the next Interest Payment Date occurring after the date of payment default.

Prepayment Penalty N.A.

Interest Reset Process N.A

Tenor 3 (three) years from the Deemed Date of Allotment.

Redemption Dates March 16, 2018 i.e. after 3 years from the Deemed Date of Allotment.

Redemption Amount Rs. 200,00,00,000 shall be redeemed on March 16, 2018 i.e. after 3 years from the Deemed Date of Allotment.

Redemption Premium/ Discount

N.A.

Issue Price Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture

Discount at which security is issued and the effective yield as a result of such discount

N.A.

Put Option The Debentureholders or the Beneficial Owners will have the right but not the obligation to seek a mandatory redemption of the Debentures in case the rating of the Debentures is downgraded from the existing rating to “A-” by CRISIL Limited (“Put Option Event”).

Within 30 (thirty) days from the occurrence of such Put Option Event, the Debentureholders and/or Debenture Trustee shall be entitled to (at its sole discretion) either: (i) to increase the Interest Rate by 25 basis points from the date of Put option Event; or (ii) require the Issuer to redeem all the Debentures held by the said Debentureholders by providing a written notice in this regard to the Issuer (“Put Option Notice”), with a copy marked to the Debenture Trustee.

Upon receipt of the Put Option Notice, the Issuer shall redeem all the Debentures held by the said Debentureholders by making payment of the Put Option Price to the said Debentureholders upon the expiry of 30 (thirty) days from the date of issuance of such Put Option Notice (“Put Option Redemption Date”). Further, the Issuer agrees that if it fails to fulfil its obligation on such Put Option Redemption Date, the same shall be termed as an Event of Default.

Put Option Price The aggregate amounts outstanding in relation to the Debentures, including any accrued but unpaid Interest, Default Interest (if applicable) ,liquidated damages (if applicable), any other charges and expenses payable to the Debenture Trustee or the Debenture holders under the Transaction Documents

Call Option Date N.A.

Dated: [●], 2015

20

Call Option Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture

Yield on Redemption 10.60% per annum

Minimum Application size and in multiples of thereafter

Rs. 10,00,000 (Rupees Ten Lakhs)

Opening Date of the Issue March 18, 2015

Closing Date of the Issue March 18, 2015

Pay-in Date March 18, 2015

Deemed Date of Allotment March 18, 2015

Issuance mode of the Instrument

Dematerialized

Trading mode of the Instrument

Dematerialized

Settlement mode of the Instrument

Dematerialized

Depositories NSDL and CDSL

Business Days means all days except Saturday, Sunday and any public holiday, in accordance with the Negotiable Instruments Act, 1881 being a date on which banks are normally open for business in Mumbai.

Business Day Convention Should any of the dates, including the Deemed Date of Allotment, Early Redemption Date, the Redemption Dates or the Record Date (for the above), fall on day which is not a Business Day, the immediately preceding Business Day shall be considered as the effective date.

Other than the above, should any other day including the Interest Payment Date, Record Date (except with respect to above), fall on day which is not a Business Day, the immediately next Business Day shall be considered as the effective date.

Record Date Date which is 15 (fifteen) calendar days prior to each Interest Payment Date and Redemption Date, as the case may be, for the purposes of actual payment. Registered Debenture Holders on the Record Date will be the recipients of actual payment of Interest by the Issuer

Security (i) The Debentures shall be secured by an exclusive mortgage and charge over the Mortgaged Property, in favour of the Debenture Trustee (for the benefit of the Debenture Holders). The Issuer undertakes to: (i) obtain any governmental approvals for the creation of mortgage over the Mortgaged Property, (ii) execute the debenture trust deed, (iii) register and perfect the charge over the Mortgaged Property by filing Form CHG 9 with the ROC in relation thereto; and (iv) register the mortgage with the sub-registrar of assurances, within 120 calender days from the Deemed Date of Allotment.

(ii) The Issuer covenants that so long as any amount payable in respect of

Dated: [●], 2015

21

the Debentures remains outstanding: (i) the Mortgaged Property is free from all encumbrances or liens and the Issuer is entitled to the Mortgaged Property as the legal owner and/or lessee absolutely; (ii) no lender or creditor of the Issuer has any charge against the Mortgaged Property;

(iii) In the event of delay in creation of charge over the Mortgaged Property within 120 days of the Deemed Date of Allotment, the Issuer will pay penal interest at the rate of 2% p.a. over the Interest Rate until the creation of such charge.

(iv) The Issuer undertakes that it will follow all instructions required by the Debenture Trustee and Debenture Holders to enable execution, stamping and registration of the Debenture Trust Deed, including without limitation affixing their DSC on the Form CHG 9 or other requisite form and to register the charges created under the Debenture Trust Deed over the Mortgaged Property.

(v) The Issuer shall take any other steps in relation to the perfection of security over the Mortgaged Property as the Debenture Trustee or the Debenture Holders may require or determined in their sole discretion including but not limited to any registrations or filings (including but not limited to filing with the ROC or other authorities).

Security Cover The Issuer shall ensure that the value of the security created pursuant to the Debenture Trust Deed shall at all times be equal to at least 100% of the aggregate amount of the outstanding principal of the Debentures and aggregate amount of the interest payable in respect of the Debentures for one Interest Period (“Security Cover”).

Transaction Documents All Transaction Documents. The Issuer confirms that all Transaction Documents shall reflect the terms and conditions in this Information Memorandum.

Representations and Warranties

The Issuer will provide certain representations and warranties customary for this type of transaction including but not limited to: (i) that is duly incorporated, validly existing; (ii) has power and approvals to carry on its business; (iii) has corporate power, capacity and authority to enter into the documents relating to the Debenture issuance; (iv) all documents relating to the Debenture issuance when executed constitute binding and enforceable obligations against it; (v) no conflict with other loan documents, applicable laws or constitutional documents; (vi) no Material Adverse Effect and/or Event of Default has occurred or is continuing; (vii) the sole legal and beneficial owner and/or lessee of the Mortgaged Property; (viii) no material litigation pending or threatened except which are mentioned in Annual Report against the Issuer; (ix) not insolvent and no unenforced judgments or court orders outstanding against the Issuer; (x) compliance with all laws and no adverse order from any Governmental Authority with respect to any alleged, actual or potential violation; (xi) statutory books and registers have been properly kept, written up to date and contain a complete and accurate record; (xii) no facts, matters or circumstances has not been disclosed which might reasonably affect the willingness of or terms on which the Debentures Holders would subscribe to the Debentures and all documents (including this Information Memorandum and Private Placement Offer Letter) provided by the Issuer is true and accurate and are not misleading; (xiii) no immunity under laws; (xiv) the Issuer is the sole legal owner and/or lessee of the Mortgaged Property free of any Security Interests; (xv) Transaction Documents constitutes legal, valid and binding obligations on the Issuer enforceable in accordance with their respective terms; (xvi) Security to be created by the Issuer is valid in nature and the Company will take all additional consents or approvals to perfect the same under applicable laws;

Dated: [●], 2015

22

and (xvii) Financial Indebtedness incurred by the Issuer (including through issuance of the Debentures) is within the borrowing limits authorised by the shareholders of the Issuer.

Conditions Precedent to Disbursement

On or prior to the Deemed Date of Allotment, the Issuer shall have delivered (or shall have procured the delivery of) to the Debenture Trustee the documents set out below:

(a) A certified true copy of the charter documents and the certificate of incorporation certified as current as on a date no earlier than the Deemed Date of Allotment;

(b) A certified true copy of the resolution of the board of directors of the Issuer approving the terms and conditions of the Issuer.

(c) An undertaking that this Debenture Trust Deed will be executed and registered within a maximum period of 120 (One Hundred and Twenty ) Days from the Deemed Date of Allotment;

(d) The certified true copy of the resolution passed by the members of the Issuer at general meeting dated August 19, 2014, (i) authorising the board of directors of the Issuer to borrow monies on behalf of the Issuer; (ii) authorising the maximum limits of borrowing which can be availed by the Issuer; and (iii) authorising the Issuer to create security over its assets.

(e) The certificate issued by an independent chartered accountant stating that the borrowings of the Issuer (including by way of the Issue) and the encumbrances created over the Secured Assets are within the existing limits approved by the shareholders vide their resolution as mentioned in Clause d above.

(f) A statement of principal amount outstanding along with final maturity date for existing loans of the Issuer duly certified by director of the Issuer.

(g) A certificate of an authorised signatory of the Issuer certifying that there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect.

(h) Execution of the Debenture Trustee Agreement.

(i) A certificate from an authorized officer of the Issuer that all the above mentioned Transaction Documents have been executed and delivered to the Trustee;

(j) A copy of the credit rating letter(s) by the Debenture Trustee;

(k) A copy of the in-principle approval from BSE for the listing of the Debentures by the Debenture Trustee;

(l) The financial statements for the financial year ended March 31, 2014 prepared in accordance with GAAP as prescribed by the Institute of Chartered Accountants of India from time to time and consistently applied by the Issuer; and

(m) An evidence that all the conditions precedent have been satisfied by the Issuer to the satisfaction of the Debenture Trustee and the receipt by the Debenture Trustee of a conditions precedent compliance certificate in this regard, in a form and manner acceptable to the Debenture Trustee;

Dated: [●], 2015

23

Conditions Subsequent to Disbursement

(a) The Issuer shall enter the name of the Debenture Holders in the register of debenture holders within 5 (Five) Business Day from the Deemed Date of Allotment.

(b) The Issuer shall duly deliver the executed documents, instruments or deeds (as determined by the Debenture Trustee) within 120 (One hundred and Twenty) days from Deemed Date of Allotment for the creation of Security;

(c) The Issuer shall obtain consent for listing for the Debentures within 20 (Twenty) days from the Deemed Date of Allotment.

(d) The Issuer shall file CHG-9 with the Registrar of Companies within 120 (One hundred and Twenty) days from the Deemed Date of Allotment for perfecting the Security.

(e) The Issuer shall submit all necessary Government Approval and / or the corporate approvals and / or the shareholders approval required for creation of the Security Interest within a period of 120 days from the Deemed Date of Allotment;

(f) The Issuer shall submit a valuation report in respect of the Mortgaged Property, prepared by an independent valuer acceptable to the Debenture Trustee within a period of 120 days from the Deemed Date of Allotment; and

(g) The Issuer shall submit a title report issued by a legal counsel acceptable to the Debenture Trustee certifying the title of the Company to the Mortgaged Property and also that the Mortgaged Property are free of any encumbrance within a period of 120 days from the Deemed Date of Allotment.

The Issuer will take certain actions as may be required by the Debenture Trustee in a form and substance satisfactory to them, including but not limited to: (i) submit listing documents to the BSE and obtain a listing for the Debentures within 20 (twenty) calendar days from the Issue Closing Date; (ii) file a copy of the Form PAS-5 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in respect of the issue of Debentures along with a copy of the Offer Letter with the Registrar of Companies with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and SEBI within a period of 30 (thirty) days of circulation of the Offer Letter, (iii) file a return of allotment of securities under Section 42 of the Companies Act, 2013 with the ROC within 30 (thirty) days of allotment in Form PAS-3 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all Debenture Holders.

Financial Covenants Financial covenants related to the Issuer (to be calculated and reported on a half yearly basis based on trailing 12 months financials), including but not limited to the following:

Interest Cover Ratio: The Issuer’s Interest Cover Ratio may at no time fall below 1.60x.

Interest Cover Ratio shall mean for any particular period mean the EBITDA of the Company for the said period, divided by the interest and all other financing costs, whether payable as commission, fees or otherwise, which is payable / paid during the said period in respect of the Total Debt by the Company.

The Issuer shall not incur profit after tax losses.

Dated: [●], 2015

24

The Issuer shall ensure that the Total Debt (on a consolidated basis) shall not exceed Rs. 98.0 billion (Rupees Ninety Eight billion only) till all the obligations of the Issuer are repaid to the satisfaction of the Debenture Trustee.

The Issuer shall ensure that at all times the exposure of the Company’s balance sheet (any exposure in form of equity and/ or debt and/or off balance sheet liabilities) to its transmission business including Sterlite Power Grid Ventures Limited, (“SPGVL”) or any other entity incorporated by the Issuer as holding company for its power transmission business and their respective subsidiaries at Rs. 20 billion (Rupees Twenty billion only).

The Issuer shall at all times maintain the standalone ratio of Total Debt to Tangible Net Worth to 2:1.

The Issuer shall ensure that at all times the Total Debt shall not exceed Rs. 27.5 billion.

Credit Rating: The Issuer shall at all times maintain a minimum credit rating of “A+” and above.

The financial covenants shall be reviewed on a half yearly basis based on trailing 12 months financials and the results provided to the Debenture Trustee within 30 (thirty) calendar days after the end of each period of 6 (six) months. The financial covenants must be satisfied at all times and any breach thereof will constitute an Event of Default, provided such breach remain unremedied for a period of 30 (thirty) days or longer, an Event of Default.

Information Covenants Any costs incurred by the Issuer in connection with the provisions of any information as set out below will be borne solely by the Issuer. The Issuer shall: (i) provide an independent chartered accountant certificate on the Debentures certifying the end uses of the Issue amounts and other certifications as set out in the Debenture Trust Deed; (ii) its latest financials including income statements, balance sheet, cash flow statements before the Issue Opening Date.(iii) its audited financial statements no later than 90 (ninety) calendar days from the close of the Financial Year; and (iv) all information to enable the Debenture Holders to determine the fulfilment of the Financial Covenants, no later than 30 (thirty) calendar days from the end of each period of 6 (six) months;

General Covenants The Issuer will be required to comply with certain covenants customary for such transactions, including but not limited to: (i) corporate existence, (ii) compliance with laws, (iii) transactions documents being legal, valid, binding and enforceable obligations of the Issuer, (iv) compliance with use of proceeds; (v) ensure its audited accounts are prepared in accordance with generally accepted accounting principles in force in India; (vi) no amalgamation or demerger without prior written consent of Debenture Trustee; (vii) no dividends if breaches of the Transaction Documents are persisting; (viii) no change in business; (ix) no disposals; (x) no security or encumbrance on the Mortgaged Property as set out in the Debenture Trust Deed without Debenture Holders prior written consent, (xi) maintain internal controls for the purpose of preventing the funds lent by the Issuer from being used for money laundering, financing of terrorist activity, fraud or other corrupt or illegal purposes or practices; (xii) not enter into any transaction which would materially adversely affect the its ability to pay amounts due under the Debentures; (xiii) permit visits and inspection of books of record and account for evaluation of the credit of the Issuer; (xiv) make all filings, submit all duly completed documentation to the BSE, SEBI, ROC or any other Governmental Authority, as is required under applicable law; (xv) maintain Security Cover; (xvi) undertake any new project, diversification, modernisation or expansion of any new project having total promoter

Dated: [●], 2015

25

contribution by the Issuer f above Rs. 5.00 billion during the tenure of the Debentures without the prior approval of the Debenture Trustee or the Debenture Holders; (xvii) Issuer shall ensure that Mr. Anil Agarwal being the non-executive chairman of the Issuer’s Board shall continues to remain on the board of directors of the Issuer during the tenure of the Debentures; (xviii) Issuer shall ensure that the Promoters of the Issuer shall continue to hold at least 45% shareholding and exercise management control in the Issuer till the tenure of the Debentures; and (xix) Issuer shall ensure that it retains “Sterlite” as its corporate identity of the Issuer till the end of tenure of the Debentures.

Events of Default The Debenture Trust Deed will set out certain Events of Default the occurrence of which will lead to the Debentures, accrued interest and all other amounts there under becoming immediately due and payable upon notification of the Debenture Trustee (as directed by the Debenture Holders). The date on which the Debenture Trustee gives notice to the Issuer upon occurrence of an Event of Default shall be called an “Early Redemption Date”.

In particular, the following circumstances each constitute an “Events of Default”: (i) the failure to pay any outstanding sum due and payable under the Debentures on the date on which such payment is due; (ii) the breach of any obligation, covenants, representation or warranty of the Issuer; (iii) the insolvency of the Issuer or the Issuer’s application for, or consent to, the appointment of a trustee or receiver for any of its property or any bankruptcy, reorganization (except due to project delays), debt arrangement or other such proceedings instituted against the Issuer; (iv) a default or event of default shall have occurred under the terms of any agreement involving borrowed money or the extension of credit or any other indebtedness under which the Issuer or its subsidiaries may be obligated as a Issuer, borrower or guarantor where the amount of such indebtedness exceeds Rs. 1.00 billion (Rupees one billion only); (vi) the Issuer does not comply with Financial Covenants applicable in the Transaction Documents; (vii) the information in the Information Memorandum or Private Placement Offer Letter or any information provided to the Debenture Trustee is misleading or incorrect in any respect; (viii) breach of obligation to maintain Security Cover, provided that same is not cured within 30(thirty) days of such breach, (ix) the Issuer ceases to carry on business or gives notice of its intention to do without the consent of the Debenture Trustee / Debenture Holder (x) an order has been made by the tribunal or a special resolution (except for the purpose of amalgamation or reconstruction with the prior approval of the Debenture Holders) has been passed by the members of the Issuer for winding up (xi) the Issuer creates or attempts to create any charge or encumbrance on the Security without the prior written approval of the Debenture Trustee / Debenture Holders (xii) If a petition is filed for the winding up of the Issuer and the same is admitted and such petition is not dismissed or stayed within a period of 30 (days) of such petition being admitted (xiii) the Issuer fails to maintain adequate insurance for fixed assets provided that the same is not cured within 15 (fifteen) days of such breach (xiv) if the Issuer is declared a sick undertaking under the provisions of the Sick Industrial Undertakings (Special Provisions) Act, 1985 (“SICA”) or if a reference has been made to BIFR (as defined in SICA) by a creditor under SICA and the Issuer has not resolved the complaint or is nationalized or is under the management of the central government (xv) if the Issuer fails to fulfill its obligations on Put Option Redemption Date (xvi) failure to create security within 120 days of the Deemed Date of Allotment.

The Issuer shall immediately inform the Debenture Trustee as soon as it becomes aware that any Event of Default has occurred or is threatening to occur.

Provisions related to Cross Default Clause

As set out in “Events of Default” above.

Dated: [●], 2015

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Role and Responsibilities of Debenture Trustee

The Issuer has appointed Axis Trustee Services Limited as the Debenture Trustee for the Issue. All the rights and remedies of the Debenture Holders shall vest in and shall be exercised by the Debenture Trustee. Any payment by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders. The Debenture Trustee shall carry out its duties and shall perform its functions in accordance with all applicable laws and the Debenture Trust Deed, with due care, diligence and loyalty.

Governing Law and Jurisdiction

The Debentures are governed by and will be construed in accordance with Indian law and the courts and tribunals at Mumbai shall have non-exclusive jurisdiction with respect to matters relating to the Debentures.

CASH FLOWS OF THE ISSUE

Cash Flows Date Day Interest Period Amount (In Rupees) Alotement 18-Mar-15 Wednesday - 1,000,000.00 Interest 18-Mar-16 Friday 366 106,000.00 Interest 18-Mar-17 Saturday 365 106,000.00 Interest 16-Mar-18 Friday 363 105,419.18Principal 16-Mar-18 Friday 1,000,000.00

Dated: [●], 2015

27

HISTORY AND BUSINESS OF THE ISSUER

HISTORY OF THE ISSUER

Sterlite Technologies Limited (“Sterlite”) BSE: 532374, NSE: STRTECH, is a leading global provider of transmission solutions for the power and telecom industries. Equipped with a product portfolio that includes power conductors, High and Extra High voltage Power Cables , Optical power Ground wires ( OPGW), optical fibers, telecommunication cables and a comprehensive telecom systems / solutions portfolio, Sterlite’s vision is to ‘Connect every home on the planet’. Sterlite is also executing multi-million dollar power transmission system projects, pan-India.

From the year 1988 to 2000, STL’s range of telecom cables had been manufactured under the telecom division of Sterlite Industries (India) Limited (SIIL), a Vedanta Group company. In 2000, the telecom division of SIIL was demerged into a separate company namely Sterlite Optical Technologies Limited (SOTL) with an objective to enable a sharper focus on each of its businesses. Further in 2006, SOTL acquired SIIL’s power transmission conductors business. With the enhanced scope of the businesses of SOTL, the name was changed to Sterlite Technologies Limited with effect from December 1, 2007.

Major business activities of STL

STL’s business is divided into three major business verticals viz. telecom business, power transmission products business and power transmission project development

GROUP ORGANISATION

The following chart outlines, in schematic form, the Issuer’s key business divisions as at December 31, 2014 and lists the key operating assets for its business.

Dated: [●], 2015

28

STERLITE CORPORATE STRUCTURE

(Indian & Foreign Subsidiaries) 96.15% 100% 100% 100% 100% 75% 100% 100% 100% 51%

51% 100%

49% 100%

50%

100% 100% 100% 100% 100%

100%

Sterlite Technologies Limited (India)

Bhopal Dhule Transmission Co

Ltd (BDTCL)

Sterlite Grid Limited (SGL)

Sterlite Grid 2 Limited (SG2L)

Sterlite Networks Ltd. (SNL)

Sterlite Global (Mauritius) Ventures

Limited (SGVML)

Sterlite Tech Americas, LLC

(STA, LLC)

Sterlite Technologies

Europe Ventures Limited (STEVL)

Jabalpur Transmission Co

Ltd (JTCL)

East North Interconnection

Co. Ltd. (ENICL)

Maharashtra Transmission

Communication Infrastructure Ltd

(MTCIL)

Jiangsu Sterlite Tongguang Fiber

Co. Ltd (JSTFCL)

Sterlite Tech. UK Ventures Ltd

(STUKL) Purulia & Kharagpur

Transmission Co Ltd (PKTCL)

Sterlite Conduspar Industries Ltda.

(SCIL) RAPP

Transmission Co Ltd (RTCL)

Sterlite Power Grid Ventures Limited

(SPGVL)

Sterlite Grid 3 Limited (SGL3)

NRSS XXIX Transmission

Limited

Sterlite Display Limited (SDL)

Sterlite Power Technologies

Private Limited (SPTPL)

Dated: [●], 2015

29

BUSINESS OF THE ISSUER

Major business activities of STL

STL’s business is divided into three major business verticals viz. telecom business, power transmission products business and power transmission project development.

A. TELECOM BUSINESS:

OPTICAL FIBER - One of the largest integrated manufacturers of optical fibers in the world, Sterlite offers a complete range of end-to-end optical fibers for a variety of applications ranging from long haul, regional, metro, access and FTTx networks. Supported by a fully integrated manufacturing facility and a dedicated R&D Center, Sterlite’s range of optical fibers deliver superior performance in data transmission and performance reliability.

OPTICAL FIBER CABLES - Sterlite’s products portfolio caters to high bandwidth applications and FTTx. Anticipating a concerted focus by the Ministry of Telecommunications, India, to promote broadband, Sterlite introduced Ribbon Optical Fiber Cables to India, which are widely used in the development of access networks. Sterlite has also introduced unique cabling products for residential installations, installation under water, utilities and for high-security defense purposes.

DATA CABLES - Sterlite offers a comprehensive range of data cables for a variety of applications in structured cabling. Supported by our own manufacturing facility, Sterlite’s range of data cables delivers superior performance in data transmission and performance reliability. From order inception through final audit, Sterlite Data Cables is committed to unequaled customer satisfaction.

TELECOM SERVICES BUSINESS - Sterlite undertakes application and systems integration for a business with offerings across the Telcom, IT & Power sector. We aim to seamlessly integrate the old and new systems while applying new, scalable technologies and solutions. Sterlite helps service providers to capture the fastest time-to-revenue with its deep domain expertise and the breadth of consulting services, offerings on best-in-class multi-vendor technology and software platforms to build future-proof networks.

Under this segment, STL manufactures and supplies optical fibres, optical fibre cables, and structured data cables. The manufacturing facilities of STL are based out of various locations as listed under.

Table 1: Telecom products manufacturing facilities

Product Location Optical Fibre Aurangabad (Maharashtra) Optical Fibre Cables Rakholi (Dadra & Nagar Haveli) Structured Data Cables Dadra (Dadra & Nagar Haveli)

B. POWER TRANSMISSION PRODUCTS BUSINESS:

The power transmission business of STL includes manufacture and supply of Power Transmission Conductors (PTC), aluminum & alloy rods, HV/EHC power Cables and OPGW. STL’s power transmission products manufacturing facilities are located at Haridwar in Uttarakhand and Rakholi in the Union Territory of Dadra & Nagar Haveli.

POWER CONDUCTORS - Sterlite provides power transmission & distribution companies a holistic one-stop window for assessment, development & implementation of solutions for their power transmission & distribution (T&D) networks. Supported by a fully integrated manufacturing facility that converts ingots to bare overhead conductors, Sterlite’s range of standard and custom-designed power solutions deliver superior performance in transmission and performance reliability.

POWER CABLES - Sterlite’s single Integrated Power Cables facility at Haridwar, manufactures and supplies MV, HV and EHV cables. The plants have complete facilities for rod rolling, wire drawing, heat treatment and stranding to ensure precise tolerances to all international standards and stringent specification. A technology upgrade review is periodically undertaken to keep abreast with the latest manufacturing technology. Our facility has state-of-the art NABL approved in-house laboratories.

Dated: [●], 2015

30

OPGW CABLES - Since the past two decades, Sterlite has developed technical expertise in fiber optic cables and proven its capabilities in the manufacture of energy efficient bare overhead power conductors. Sterlite has integrated these core strengths in its comprehensive OPGW solution. Optical Fiber Composite Ground Wire (OPGW) is a revolutionary solution that enables synergies between efficient power distribution grids and high speed optical fiber based SCADA networks, giving power utility companies the unique capabilities of a telecom carrier or service provider.

RODS & ACCESSORIES - Sterlite manufactures top quality rods and accessories that complement our product lines. We provide an extensive range of accessories such as Suspension sets, Tension Set Assemblies, Vibration Dampers, Joint Boxes and Bonding Clamps etc. to address application needs in various markets. We are striving to become a complete solutions provider for all your power application needs.

Dated: [●], 2015

31

KEY OPERATIONAL AND FINANCIAL PARAMETERS

Financial Parameters Financial Year 2013-14 (Rs. in

Crores)

Financial Year 2012-13 (Rs. in

Crores)

Financial Year 2011-12 (Rs. in

Crores) Consolidated Total Debt of which -Non Current Maturities of Long-Term Borrowing

3486 1912 372

-Short Term Borrowing 659 859 664-Current Maturities of Long-Term Borrowing

194 51 0

-Secured Loans 4338 2821 372-Unsecured Loans --- 0 ---Net Fixed Assets 5274 3298 1685Goodwill on Consolidation 0 0 ---Non-Current Assets (excluding Net Fixed Assets and Goodwill in Consolidation)

224 384 244

Cash & Bank Balances 102 571 216Current Assets (excluding Cash & Bank and Current Investments)

1105 1070 1135

Current Assets (excluding Current Maturities of Long Term and Short Term Borrowings)

576 776 699

Current Liabilities 2119 2180 1594Net Sales 2564 3092 2622EBITDA 298 238 216EBIT 165 149 144Interest 180 106 92PAT -40 24 39Dividend Amounts 12 12 12Standalone Net worth (Rs. Crores)* 1218 1183 1149Current Ratio 0.9 0.7 0.8Interest Coverage Ratio 2.9 2.5 2.4Debt/Equity Ratio 1.1 0.9 0.6

Dated: [●], 2015

32

MATERIAL AGREEMENTS/ DOCUMENTS

A statement containing particulars of the dates of, and parties to all material contracts and agreements involving financial obligations of the Issuer is set out below. The following are the material documents and agreements:

1. Certified copy of the Memorandum and Articles of Association of the Issuer;

2. Certified true copy of resolution of the Board of Directors dated January 22, 2015 interalia authorizing the issue of the issue of the debentures by the Issuer up to an aggregate principal amount of Rs. 200 Crores and further authorizing the (a) Committee of Directors to take all action and to finalize the terms and conditions of the such debentures; and (b) Committee of Directors to approve allotment of the Debentures, attached as Annexure B;

3. Certified true copy of resolution of the shareholders of the Issuer dated August 19, 2014 passed in accordance with Section 180(1)(c) of the New Companies Act specifying the borrowing limit for the Issuer;

4. Certified true copy of resolution of the shareholders of the Issuer dated August 19, 2014 passed in accordance with Section 42 of the New Companies Act, attached as Annexure C;

5. Credit rating letter dated March 11, 2015 from Crisil Ratings assigning rating for the Issue of the Debentures pursuant to this Information Memorandum attached as Annexure D;

6. Annual Report of the Issuer for the Financial Years ended March 31, 2014, March 31, 2013 and March 31, 2012;

7. Consent letter from the Debenture Trustee issued on March 16, 2015 attached as Annexure E;

8. Consent letter from the Registrar to the Issue dated March 17, 2015;

9. Certificate from the independent chartered accountant of the Issuer dated March 17, 2015 stating that the issue of Debentures will be within the overall borrowing limits applicable to the Issuer;

10. Engagement letter dated February 17, 2015 for the appointment of the Registrar;

11. Agreement between the Debenture Trustee and Issuer dated March 17, 2015;

12. Copy of the in-principle approval granted by BSE dated March 17, 2015, for listing of the Debentures issued pursuant to the Information Memorandum on the WDM segment issued in terms of this Information Memorandum attached as Annexure F; and

13. Debt listing agreement between the BSE and the Issuer.

Dated: [●], 2015

33

FINANCIAL INFORMATION OF THE ISSUER

A. Abridged version of audited consolidated and standalone financial statements (profit and loss statement, balance sheet and cash flow statement) of the Issuer for each of the years ended March 31, 2014, 2013 and 2012 and auditors qualifications, if any.

Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been attached herewith.

B. Abridged version of the latest audited/ limited review half yearly consolidated and standalone financial statements (profit and loss statement, and balance sheet) of the Issuer for the half year ended September 30, 2014 to be provided and auditors qualifications, if any.

Copies of the Limited Reviewed Half yearly Standalone results of the Company alongwith Limited Review Report of the Auditors thereon for the half year ended on 30th September, 2013 have been attached herewith as Annexure H.

C. Any change in the accounting policies during the last three years and their effect on the profits and reserves of the Issuer

During the year ended 31 March, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

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

Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been attached herewith. Please refer to the following pages of the annual reports of the Issuer:

1. refer to page number 61 of the Issuer’s annual report for the financial year 2009-10;

2. refer to page number 87 of the Issuer’s annual report for the financial year 2010-11;

3. refer to page number 65 of the Issuer’s annual report for the financial year 2011-12;

4. refer to page number 73 of the Issuer’s annual report for the financial year 2012-13; and

5. refer to page number 85 of the Issuer’s annual report for the financial year 2013-14..

E. Profits of the Issuer, before and after making provision for tax, for the three financial years immediately preceding the date of the Information Memorandum

(Amount in Rupees crore) Particulars (Consolidated) For the year

ended on March 31,

2014

For the year ended on

March 31, 2013

For the year ended on

March 31, 2012

Profit / (loss) before tax (15.21) 42.77 51.80Less: Current tax 20.84 16.29 18.30Less/(Add): MAT credit (Entitlement)/ Reversal (Net)

--- .92 18.30

Less/(Add): Income tax of earlier years 2.85 (6.37) 5.43Less: Deferred tax .62 9.29 7.50Profit / (loss) after tax Before Share of Profit of (39.52) 24.48 38.87

Dated: [●], 2015

34

Particulars (Consolidated) For the year ended on

March 31, 2014

For the year ended on

March 31, 2013

For the year ended on

March 31, 2012

Associates and Minority Interest Add: Share of Profit of Associates for the year --- --- ---Less: Minority Interest 4.01 .71 .77Profit / (loss) after tax (35.51) 25.19 39.64

F. Dividend

The following table sets forth certain details regarding the dividend paid by the Issuer on the equity shares for Fiscal 2014, 2013 and 2012:

(In Rs. Crores, except per share data) Particulars Fiscal 2014 Fiscal 2013 Fiscal 2012

Face value of Equity Shares (Rs. per share) 2 2 2Interim dividend on Equity Shares (Rs. per share) --- --- ---Final dividend of Equity Shares (Rs. per share) .30 .30 .30Total dividend on Equity Shares 11.82 11.80 11.81Dividend tax (gross) 2.01 2.01 1.91

G. Interest Coverage Ratio

The following table sets forth the interest coverage ratio (calculated as cash profit after tax plus interest paid/interest paid at Standalone level) for Fiscal 2014, 2013 and 2012:

Fiscal 2014 2.85 Fiscal 2013 2.47 Fiscal 2012 2.35

Dated: [●], 2015

35

RELATED PARTY TRANSACTIONS

The related party transactions mentioned below form part of the Standalone Financial Statements of the Issuer.

Financial Year 2012

Related Party Disclosures:

Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been attached herewith. Please refer Note 44 regarding related party disclosures of Standalone Financials on Page 108 of Annual Report for the year 2011-12.

Financial Year 2013

Related Party Disclosures:

Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been attached herewith. Please refer Note 44 regarding related party disclosures of Standalone Financials on Page 108 of Annual Report for the year 2012-13.

Financial Year 2014

Related Party Disclosures:

Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been attached herewith as Annexure H. Please refer Note 44 regarding related party disclosures of Standalone Financials on Page 121 of Annual Report for the year 2013-14.

Dated: [●], 2015

36

OUTSTANDING LITIGATIONS AND DEFAULTS

1) 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 Issuer during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action:

Not Applicable

2) Details of any inquiry, inspections or investigations initiated or conducted under the New Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of Issuer 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 Information Memorandum and if so, section-wise details thereof for the Issuer and all of its subsidiaries:

Not Applicable

Dated: [●], 2015

37

THE ISSUER’S MANAGEMENT

Promoters of the Issuer

The following are the details of the Promoter and Promoter Group shareholding in the Issuer as on December 31, 2014:

Sr. No.

Name of Shareholder 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 Overseas Ltd 209,402,750 209,402,750 53.15 Nil Nil2 Sesa Sterlite Limited 4,764,295 4,764,295 1.21 Nil Nil3 Ankit Agarwal 530,171 530,171 0.13 Nil Nil4 Navin Kumar Agarwal 286,945 286,945 0.07 Nil Nil5 Pratik Pravin Agarwal 281,140 281,140 0.07 Nil Nil6 Pravin Agarwal 154,500 154,500 0.04 Nil Nil7 Jyoti Agarwal 50,000 50,000 0.01 Nil Nil8 Ruchira Agarwal 16,000 16,000 0.00 Nil Nil Total Interest of Promoters

Other than as already disclosed in the Information Memorandum, the Promoters of the Issuer do not have any financial or other material interest in the Issue of Debentures proposed to be issued under this Information Memorandum.

Board of Directors

As of the date of this Information Memorandum, the Issuer has 8 Directors on its Board. As per the Articles of Association, the number of Directors on the Issuer’s Board cannot exceed 10.

The following table sets forth certain details regarding the Board of Directors as on the date of this Information Memorandum.

Name , Designation & DIN

Age (years)

Address Director of the Company

since

Details of other directorship

Mr. Anil Agarwal Chairman DIN :00010883

63 113/114, Samudra Mahal, Worli, Mumbai, 400018, Maharashtra , India

30/10/2006 1. Sesa Sterlite Limited

2. Vedanta Resources PLC , UK

3. Anil Agarwal Foundation

4. Onclave Ptc Limited

Mr. Arun Todarwal Non-Executive & Independent Director DIN:00020916

58 81, Shivner, 84, Nepean Sea Road, Mumbai-400006, Maharashtra , India

25/01/2003 1. Welspun India Limited

2. Lake city Ventures Pvt Limited

3. Graviss Hospitality Limited

4. Graviss Hotels and Resorts Limited

5. Anuh Pharma Limited

6. Welpsun Investments and Commercial Limited

Dated: [●], 2015

38

Name , Designation & DIN

Age (years)

Address Director of the Company

since

Details of other directorship

7. Srei Mutual Fund Trust Private Limited

8. Welspun Retail Limited

9. Sterlite Grid Limited

10. Sterlite Grid 2 Limited

11. East North Interconnections Company Limited

Mr. A.R. Narayanaswamy Non-Executive & Independent Director DIN:00818169

64 A-12, Archana CHS, Juhu Versova, Link Road, Andheri (West), Mumbai – 400053, Maharashtra , India

30/04/2007 1. IBIS Logistics Pvt Ltd

2. IBIS Softec Solution Pvt Ltd

3. IBIS System & Solution Pvt Ltd

4. Hindustan Zinc Limited

5. Primex Healthcare and Research Private Limited

6. Sterlite Grid Limited

7. Sterlite Grid 2 Limited

8. East North Interconnections Company Limited

9. Caitlyn India Private Limited

Mr. C V Krishnan Non-Executive & Independent Director DIN:01606522

65 Old 26, New 59, St. Mary’s Road, R.A. Puram, Chennai-600028, Tamil Nadu, India

26/04/2013 -

Mr. Pravin Agarwal Whole-Time Director DIN:00022096

61 117, Koregaon Park, Pune- 411001, Maharashtra, India

29/01/2004 1. Sterlite Power Grid Ventures Limited

2. Sterlite Power Technologies Private Limited

3. Sterlite Display Limited

Dr. Anand Agarwal CEO & Whole-Time Director DIN:00057364

47 Waterfront, G-602, S.No-212, Next to HSBC Software, South Avenue, Kalyani Nagar, Pune – 411006 , Maharashtra, India

30/07/2003 1. Sterlite Power Grid Ventures Limited

2. Sterlite Display Limited

Mr. Pratik Agarwal NON-EXECUTIVE DIRECTOR DIN:03040078

33 Flat No. 217, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai-

26/04/2013 1. Sterlite Infraventures Limited

2. Sterlite Ports Limited

Dated: [●], 2015

39

Name , Designation & DIN

Age (years)

Address Director of the Company

since

Details of other directorship

400018, Maharashtra, India

3. Speedon Networks Limited

4. Sterlite Power Grid Ventures Limited

5. Vizag General Cargo Berth Private Limited

6. Paradip Multi Cargo Berth Private Limited

7. Jindal Aluminium Limited.

8. Pragun Jindal Educational Organisation.

9. Maritime Ventures Private Limited.

Ms. Avaantika Kakkar Non-Executive & Independent Director DIN 06966972

34 A 1201, Sea Flama, Dosti Flamingos, T J Road, Parel, Sewri, Mumbai, 400015, Maharashtra, India

29/12/2014 -

None of the Issuer’s Directors are listed as defaulters in the Credit Information Bureau (India) Limited (CIBIL) defaulters’ list and/or Export Credit Guarantee Corporation of India (ECGC) defaulters’ list as of the date of this Information Memorandum.

Details of changes in the Directors since last three years:

Name, Designation and DIN Date of Appointment/ Resignation

Director of the Company since

(in case of resignation)

Remarks

Name: Mr. C V Krishnan Designation: Non-Executive & Independent Director DIN: 01606522

26/4/2013 (Appointment)

N.A -

Name: Mr. Pratik Agarwal Designation: Non-Executive Director DIN: 03040062

26/4/2013 (Appointment)

N.A -

Name: Haigreve Khaitan Non-Executive & Independent Director DIN:00005290

30/09/2014 (Resignation)

30/07/2003 -

Name: Avaantika Kakkar Non-Executive & Independent Director DIN: 06966972

29/12/2014 (Appointment)

N.A. -

Dated: [●], 2015

40

Profile of Directors

Anil Agarwal is the Non-Executive Chairman of our Company. He founded the Sterlite Group in 1976 and has been overseeing its operations since its inception. He is the Executive Chairman of Vedanta Resources Plc and also the Chairman Emeritus of Sesa Sterlite Limited. He has over three decades of experience in business strategy, general management and commercial matters.

Arun Todarwal is a Non-Executive and Independent Director of our Company. He is a member of the Institute of Chartered Accountants of India. He is a partner at Todarwal & Todarwal, Chartered Accountant. He has a rich and varied experience spanning over three dedaces in management consultancy, finance and audit.

A. R. Narayanwasmy is a Non-Executive and Independent Director of our Company. He is a Fellow Member of the Institute of Chartered Accountants of India and has been providing consultancy services in accounting, financial management and information technology across several industry verticals.

Pravin Agarwal is a Whole-Time Director of our Company.. He has been closely involved with the Sterlite Group’s operations in India since its inception and has been instrumental in the growth of the telecom and power businesses. His rich experience in general management and commercial matters spans over three decades.

C. V. Krishnan is a Non-Executive and Independent Director of our Company. He holds a Bachelor’s degree in Technology from the Indian Institute of Technology, Madras and a Master’s degree in Management and Business Administration from the Indian Institute of Management, Ahmedabad. He is the president of IFMR, Chennai. He has previously held the prestigious position in several companies in the power and telecom sector. He has expertise in organisational turnaround, transformation management, corporate growth and financial management.

Pratik Agarwal is the Head of Infrastructure-Business and Non-Executive Director of our Company. He holds a Bachelor’s degree in Economics from Wharton, Pennsylvania and a Master’s degree in Management and Business Administration from London Business School. He joined the Vedanta Group in 2004. He leads strategic business initiatives in the infrastructure ownership space as well as corporate strategy for the organisation.

Anand Agarwal is the Chief Executive Officer and Whole-time Director of our Company. He holds a Bachelor’s degree in Technology in Metallurgical Engineering from the Indian Institute of Technology, Kanpur. He also completed his Ph.D. from the Rensselaer Polytechnic Institute, USA. He joined Sterlite in 1995 and has held various positions, including manufacturing, quality assurance and business development. Prior to joining Sterlite, he worked with Siemens.

Remuneration Paid to the Directors during financial year 2013-14:

(Rs in lacs) Director Tenure of

appointment Salary /

Perquisites Incentive/

Commission Sitting Fee Total

Anil Agarwal Liable to retire by rotation

- - - -

Arun Todarwal For five consecutive years ending on March 31, 2019

- 7.50 2.50 10.00A. R. Narayanaswamy - 7.50 2.30 9.80C V Krishnan - - 1.70 1.70Pravin Agarwal For three years ending

on October 29, 2015 339.00 60.00 - 399.00

Anand Agarwal For three years ending on July 29, 2015

229.00 50.00 - 279.00

Pratik Agarwal Liable to retire by rotation

- 7.50 1.40 8.90

Interest of the Directors

Other than as already disclosed in the Information Memorandum, the Directors of the Issuer do not have any financial or other material interest in the Issue of the Debentures proposed to be made under this Information Memorandum.

Dated: [●], 2015

41

Organization chart

The Issuer’s management organization structure is set forth below:

Brief profiles of the Key Managerial Personnel

i) Anand Agarwal, is the Chief Executive Officer and Whole-time Director of our Company. For details, see “Board of Directors and Senior Management – Biographies of the Directors” as above.

ii) Anupam Jindal is the Chief Financial Officer of our Company. He is a Fellow Member of the Institute of Chartered Accountants of India. He joined the Sterlite Group in 1998. He has worked with the Group’s aluminium foild and copper cables businesses before heading finance for Sterlite’s mining operations in Australia. His key focus areas have been finance, treasury, accounts and MIS.

iii) Amit Deshpande is the Company Secretary and Manager (legal) of our Company. He holds a Bachelor’s degree in Commerce from Symbiosis College and a Law degree from ILS Law College. He is an associate member of the Institute of Company Secretaries of India. He has over 11 years of relevant corporate experience. He joined our Company in February 2010. Prior to joining our Company, he was associated with Tata AutoComp Limited and Kirloskar Oil Engines Limited in secretarial and legal functions.

Dated: [●], 2015

42

OBJECTS OF THE ISSUE

Funds Requirement and Utilisation of Issue Proceeds

The funds raised through the Issue of Debentures under this Information Memorandum are not meant for any specific project as such and therefore the proceeds of the Debentures shall be utilized for long term working capital and general corporate purposes of the Issuer.

The Issue proceeds will not be used for any purpose for which bank finance is not permitted by RBI including investments in any capital market, real estate and on-lending.

There is no contribution being made by Promoters or any of the Directors of the Issuer either as part of the Issuer or separately in furtherance of the objects of the Issue of Debentures as set out in this Section.

Dated: [●], 2015

43

STATUTORY AND REGULATORY DISCLOSURES

This section sets out disclosures required under Schedule I of the SEBI Debt Regulations and Form No. PAS-4 (Private Placement Offer Letter) pursuant to the PAS Rules.

The issue of Debentures has been authorised by the resolution passed by the Board of Directors of the Issuer in the meeting held on January 22, 2015 and to issue this Information Memorandum.

1. General Information

(a) Name and registered office of the Issuer

Issuer Name : Sterlite Technologies Limited

Registered Office : Survey No.68/1, Rakholi Village, Madhuban Dam Road 396 230, Union Teritory of Dadra & Nagar Haveli, India

Corporate Office : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune – 411 001, Maharashtra, India

Tel No. : +91 020 30514000 Fax No. : +91 020 30514113

Email : amit.deshpande@sterlite.com

Website : www.sterlitetechnologies.com

(b) Compliance Officer

Name : Mr. Amit Deshpande

Address : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune – 411 001, Maharashtra, India

Chief Financial Officer of the Issuer

Name : Mr. Anup Jindal

Address : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune – 411 001, Maharashtra, India

Sole Arranger

Name : Axis Bank Limited

Address : Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400025

Tel. No. : +91 22 24252525 Fax No. : +91 22 24253800

Email : Ashish.Kalani@axisbank.com

Contact Person : Ashish Kalani

(c) Debenture Trustee

Name : Axis Trustee Services Limited

Address : Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400025

Dated: [●], 2015

44

Tel No. : +91 22 2425 2525

(d) Registrar

Address : Karvy Computershare Private Limited, Karvy House, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500038

Tel No. : 040-23312454 Fax No : 040-23311968

Contact Person : Mr. Rajeev Kumar

(e) Credit Rating Agency

Name: : CRISIL RATINGS

Address : CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400076

Website : www.crisil.com

Fax : +91 (22) 33423050 Tel. No. : +91(22)33423000

(f) Auditors of the Issuer

S.R. Batliboi & Co. LLP Chartered Accountants,

C,401,FourthFloor, PanchshilTechPark, Yerwada, Pune, Maharashtra - 411006

(g) Name and Address of the Valuer who performed valuation of the security offered

As the Issue of Debentures will be at par value, there will be no valuation for the Issue of Debentures.

2. A Brief Summary of the Business / Activities of the Issuer and its Line of Business.

Please see the section headed “History and Business of the Issuer”.

3. Gross debt to equity ratio prior to and after Issue of Debentures

Particulars Prior to Issue of Debentures After the Issue of the Debentures Debt Equity Ratio 1.41 1.41

For this disclosure the Issuer has used the figures of audited standalone balance sheet as on September 30, 2014.

4. A Brief History of the Issuer since its Incorporation giving Details of its Following Activities:

(i) Details of Share Capital as on December 31, 2014:

No. of Shares Share Capital Face Value

Face Value

Rs. Rs. AUTHORISED CAPITAL Equity Shares 750,000,000 1,500,000,000 2Preference Shares 0 0 0ISSUED CAPITAL Equity 393,972,477 7,87,944,954 2

Dated: [●], 2015

45

No. of Shares Share Capital Face Value

Face Value

Rs. Rs. Preference 0 0 0SUBSCRIBED CAPITAL Equity 393,972,477 7,87,944,954 2Preference - - -

(ii) Details of Equity Share Capital History of the Issuer for the last five years, as on

December 31, 2014:

Date of Allotment (M/D/Y)

No. of Equity shares

Face Value (Rs)

Issue Price (Rs)

Consideration (Cash,other than cash)

Nature of Allotment

Cumulative No. of equity shares

Equity share

capital

Equity share

Premiun (in Rs)

4/24/2009 2,825 5/- 5/- 14125 Issue of ESOPs 64541172 322705860 -8/8/2009 65,791 5/- 5/- 328955 Issue of ESOPs 64606963 323034815 -12/14/2009 31,506 5/- 5/- 157530 Issue of ESOPs 64638469 323192345 -12/30/2009 15,233 5/- 5/- 76165 Issue of ESOPs 64653702 323268510 -2/25/2010 323268510 2/- NA NA Split and Bonus

Issue 323268510 646537020 -

3/29/2010 32250000 2/- 26/- 419250000 Conversion of warrants

355518510 711037020 387000000

5/18/2010 97,455 2/- 2/- 97,455 Issue of ESOPs 355615965 711231930 -9/4/2010 5,78,530 2/- 2/- 5,78,530 Issue of ESOPs 356194495 712388990 -11/3/2010 1,32,174 2/- 2/- 1,32,174 Issue of ESOPs 356326669 712653338 -1/10/2011 55,460 2/- 2/- 55,460 Issue of ESOPs 356382129 712764258 -4/7/2011 56,348 2/- 2/- 56,348 Issue of ESOPs 356438477 712876954 -4/7/2011 36500000 2/- 59.40/- 1084050000 Preferential

Allotment 392938477 785876954 1047550000

7/1/2011 1,30,334 2/- 2/- 1,30,334 Issue of ESOPs 393068811 786137622 -10/15/2011 1,21,016 2/ 2/ 1,21,016 Issue of ESOPs 393189827 786379654 -1/6/2012 74,996 2/- 2/- 74,996 Issue of ESOPs 393264823 786529646 -4/17/2012 22,822 2/- 2/- 22,822 Issue of ESOPs 393287645 786575290 -7/26/2012 99,160 2/- 2/- 99,160 Issue of ESOPs 393386805 786773610 -10/25/2012 42,010 2/- 2/- 42,010 Issue of ESOPs 393428815 786857630 -1/14/2013 10,320 2/- 2/- 10320 Issue of ESOPs 393439135 786878270 -4/17/2013 80,964 2/- 2/- 148914 Issue of ESOPs 393520099 787040198 -7/24/2013 137,750 2/- 2/- 236560 Issue of ESOPs 393657849 787315698 -1/8/2014 166,432 2/- 2/- 332864 Issue of ESOPs 393824281 787648562 -7/30/2014 148,196 2/- 2/- 296392 Issue of ESOPs 393972477 787944954

(iii) Details of any Acquisition or Amalgamation in the last 1 year:

Not applicable

(iv) Details of any Reorganization or Reconstruction in the last 1 year:

Not applicable

5. Details of the Shareholding of the Issuer as on December 31, 2014:

(i) Shareholding Pattern of the Issuer as on December 31, 2014:

Category code (I)

Category of Shareholder (II) Total number of shares (IV)

Total Shareholding as a percentage of total number of shares As a

percentage of (A+B)

(VI)

As a percentage of (A+B+C)

(VII) (A) Shareholding of Promoter and

Promoter Group

(1) Indian (a) Individuals / Hindu Undivided Family 1318756 0.33 0.33

Dated: [●], 2015

46

Category code (I)

Category of Shareholder (II) Total number of shares (IV)

Total Shareholding as a percentage of total number of shares As a

percentage of (A+B)

(VI)

As a percentage of (A+B+C)

(VII) (b) Central Government / State

Government(s) 0 0.00 0.00

(c) Bodies Corporate 4764295 1.21 1.21(d) Financial Institutions / Banks 0 0.00 0.00(e) Any Other (Trust) 0 0.00 0.00

Sub-Total (A) (1) 6083051 1.54 1.54(2) Foreign (a) Individuals (Non-Resident Individuals

/ Foreign Individuals) 0 0.00 0.00

(b) Bodies Corporate 209402750 53.16 53.15(c) Institutions 0 0.00 0.00(d) Any Other (specify) 0 0.00 0.00

Sub-Total (A) (2) 209402750 53.16 53.15Total Shareholding of Promoter and Promoter

Group (A) = (A)(1)+(A)(2) 215485801 54.71 54.70

(B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 15029358 3.82 3.81(b) Financial Institutions / Banks 21592783 5.48 5.48(c) Central Government / State

Government(s) 500 0.00 0.00

(d) Venture Capital Funds 0 0.00 0.00(e) Insurance Companies 914737 0.23 0.23(f) Foreign Institutional Investors 10693157 2.71 2.71(g) Foreign Venture Capital Investors 0 0.00 0.00(h) Any Other (specify) 0 0.00 0.00

(h-i) Foreign Nationals – DR 0 0.00 0.00Sub-Total (B) (1) 48230535 12.24 12.24

(2) Non-Institutions (a) Bodies Corporate 19194906 4.87 4.87(b) Individuals - i. Individual shareholders holding

nominal share capital up to Rs.1 Lakh 83638477 21.23 21.23

ii. Individual shareholders holding nominal share capital in excess of Rs.1 Lakh

23022968 5.85 5.84

(c) Any Other (specify) - - -I Foreign Nationals 116200 0.03 0.03ii. Directors 223445 0.06 0.06iii. Non Resident Indians 3622123 0.92 0.92iv. Overseas Corporate Bodies 200 0.00 0.00v Clearing Members 345567 0.09 0.09

vi. Trust 6705 0.00 0.00Sub-Total (B) (2) 130170591 33.05 33.04

Total Public Shareholding (B) = (B)(1)+(B)(2) 178401126 45.29 45.28TOTAL (A)+(B) 393886927 100.00 99.98

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Held by Promoter - - -2 Held by Public 85550 0.02 0.02

Dated: [●], 2015

47

Category code (I)

Category of Shareholder (II) Total number of shares (IV)

Total Shareholding as a percentage of total number of shares As a

percentage of (A+B)

(VI)

As a percentage of (A+B+C)

(VII) GRAND TOTAL (A)+(B)+(C) 393972477 100.00 100.00

(ii) List of top 10 holders of Equity Shares of the Issuer as on December 31, 2014:

Sr. No.

Name of Shareholder

Address of Shareholder

No. of Shares held

No. of Shares in

Demat form

% of Shareholding

1 Twin Star Overseas Ltd

Deutsche Bank AGDB House, Hazarimal Somani Marg Post Box No. 1142, FortMumbai 400001

209402750 209402750 53.15%

2 Life Insurance Corporation Of India

Investment Department

6th Floor, West Wing, Central Office

Yogakshema, Jeevan Bima Marg, Mumbai 400021

21282975 21282975 5.40%

3 Reliance Capital Trustee Co. Ltd. A/C Reliance Div

Deutsche Bank AGDB House, Hazarimal Somani Marg Post Box No. 1142, FortMumbai 400001

9396070 9396070 2.38%

4 Sesa Sterlite Limited

201 2nd Floor C WingBusiness Square, Chakala Andheri (E), Solitaire Corporate ParkMumbai, Maharashtra400093

4764295 4764295 1.21%

5 Government Pension Fund Global

Citibank N.A. Custody Services FIFC- 11th Flr, G Block Plot C-54 And C-55, BKC Bandra - East, Mumbai 400 051

3436001 3436001 0.87%

6 Dsp Blackrock Equity Fund

Citibank N.A. Custody Services FIFC-11th Flr, G BlockPlot C-54 And C-55, BKC Bandra -East, Mumbai 400051

2886234 2886234 0.73%

7 Vallabh Bhanshali

12 Laxmi Vilas87 Nepeansea RoadMumbai 400 006

2728100 2728100 0.69%

Dated: [●], 2015

48

Sr. No.

Name of Shareholder

Address of Shareholder

No. of Shares held

No. of Shares in

Demat form

% of Shareholding

8 Dsp Blackrock Small And Mid Cap Fund

Citibank N.A. Custody Services FIFC- 11th Flr, G Block Plot C-54 And C-55, BKC Bandra -East, Mumbai 400051

2721457 2721457 0.69%

9 Akash Bhanshali

12 Laxmi Vilas1st Floor, 87 Nepeansea Road, Mumbai 400 006

2301900 2301900 0.58%

10 Dimensional Emerging Markets Value Fund

Citibank N.A. Custody Services FIFC- 11th Flr, G Block Plot C-54 And C-55, BKC Bandra -East, Mumbai 400051

1813999 1813999 0.46%

Grand Total 260733781 260733781 66.16%

(iii) Brief particulars of the Management of the Issuer

Please see the section headed “The Issuer’s Management”.

6. Names and details of the Directors of the Issuer, Remuneration of the Directors, Interest of Directors and Changes in Directors in the last three years

Please see the section headed “The Issuer’s Management”.

7. Management’s perception of Risk Factors

Please see the section headed “Risk Factors”.

8. Details Regarding Auditors of the Issuer

(i) Details of the Auditor of the Issuer:

Name Address Auditor Since S.R. Batliboi & Co. LLP Chartered Accountants,

C,401,FourthFloor, PanchshilTechPark, Yerwada, Pune, Maharashtra - 411006

2007

(ii) Changes in Auditors of the Issuer during the last three years:

The Issuer has not changed its Auditors during the last three years.

9. Details of Borrowings of the Issuer as on December 31, 2014

(i) Details of Secured Loan Facilities:

S.R.

No.

Lender’s Name

Type of Facility Amount Sanctioned

(Rs. Crores)

Principal Outstanding (Rs. Crores)

Repayment Date

Security

1 ICICI Working Capital 892 N.A. First parri passu charge on entire current assets & Second pari passu Charge on entire

2 HDFC BANK

Working Capital 200 N.A.

3 BOM Working Capital 175 N.A. 4 Corp Bank Working Capital 300 N.A.

Dated: [●], 2015

49

S.R.

No.

Lender’s Name

Type of Facility Amount Sanctioned

(Rs. Crores)

Principal Outstanding (Rs. Crores)

Repayment Date

Security

5 OBC Working Capital 250 N.A. movable fixed assets 6 CITI BANK Working Capital 75 N.A.

7 YES BANK Working Capital 175 N.A. 8 EXIM

BANK Working Capital 200 N.A.

9 Kotak Working Capital 150 N.A. 10 AXIS BANK Working Capital 800 N.A. 11 UBI Working Capital 275 N.A. 12 SBI Working Capital 873 N.A. 13 BOB Working Capital 618 N.A. 14 IDBI Working Capital 300 N.A. 15 DBS Working Capital 100 N.A. 16 Indusind Working Capital 300 N.A. 17 Society

Genral Working Capital 60 N.A.

18 Federal Working Capital 50 N.A. 19 Exim Bank Term Loan 100 70 Repayable in

equal quaterly installments.Loan ending in May 17

First pari passu charge on entire movable fixed assets & Specified immovable assets situated at Silvassa

20 SBI Term Loan 1

Term Loan 150 56.22 Repayable in equal quaterly installments.Loan ending in Dec 15

21 SBI Term Loan 1

Term Loan 250 234.38 Repayable in equal quaterly installments.Loan ending in Sep 18

(ii) Details of Unsecured Loan Facilities:

S.R. No.

Lender’s Name Type of Facility

Amount Sanctioned

(Rs. Crores)

Principal Outstanding (Rs. Crores)

Repayment Date

1 HDFC Bank Ltd Working Capital

100 N.A. N.A.

2 Kotak Mahindra Bank Working Capital

25 N.A. N.A.

3 Deustche Bank Working Capital

135 N.A. N.A.

(iii) Details of non-convertible debentures issued by the Issuer:

Debenture Series

Tenor Coupon Principal O/S

Date of Allotment

Redemption Date

Current Credit rating

Secured/Unsecured

1 3 years from Deemed Date of Allotment

11.45% p.a.

225 3-Mar-14 3-Mar-17 A+ Crisil Secured First pari passu charge on entire movable fixed assets and specified immovable assets situated at Silvassa

2 26 months 25 days

11.45% p.a.

25 3-Mar-14 5-May-16 A+ Crisil Secured First pari passu charge on entire movable fixed assets and specified immovable assets situated at Silvassa

Dated: [●], 2015

50

(iv) List of Top 10 holders of non-convertible debentures of the Issuer as on December 31, 2014:

a) 11.45% Secured, Redeemable Non Convertible Debentures allotted in 2014 issued in 2 series

Sr. No.

List of top 10 Non Convertible Debenture

holders

Amount Outstanding

(crores)

% Total

Address

1. Birla Sun Life Short Term Oppotunities Fund

Rs. 250 crores 100% Green Street, Kala Ghoda, Fort, Mumbai, Maharashtra 400001

(v) Details of amount of corporate guarantee issued by the Issuer along with the name of the

counterparty on behalf of whom the corporate guarantee has been issued, as at December 31, 2014:

Facilities SGL BDTCL JTCL China JV Approved Utilized Unutilized Term /Working Capital Loan

0 - - 111.6 111.6 84.03 27.57

Hedging Transactions

- - - - 0 0 0

Commercial Paper

200 - - - 200 0 200

Derivatives Facility

- 0 20 - 20 0 20

Letter of credit

- 195 - - 195 134.15 60.85

Credit Facility 90 - - - 90 26.24 63.76TOTAL 290 195 20 111.6 616.6 244.42 372.18

(vi) Details of Commercial Paper:

As of the date of this Information Memorandum, the Issuer has no commercial papers outstanding.

(vii) Details of Rest of the Borrowing of the Issuer not already covered above as on December 31, 2014:

Party/Instrument Name

Type of Facility/

Instrument

Amount Sanctioned/ Issued (in

USD Million)

Principal Outstanding

(in Rs. Crores)

Date of Repayment

Credit Rating

Secured/ Unsecured

Security

- - - - - - - -

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years:

There has been no default and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer in the past 5 years.

(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:

As of the date of this Information Memorandum, the Issuer has no outstanding borrowings taken/any debt securities issued where taken/issued, (i) for consideration other than cash, whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option.

Dated: [●], 2015

51

10. Details of Promoters of the Issuer

Please see the section headed “The Issuer’s Management”.

11. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not applicable.

12. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any.

Please see the section headed “Financial Information of the Issuer”.

13. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any

Please see the section headed “Financial Information of the Issuer”.

14. Any change in the accounting policies during the last three years and their effect on the profits and reserves of the Issuer.

Please see the section headed “Financial Information of the Issuer”.

15. 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 Issuer and the corrective steps taken and proposed to be taken by the Issuer for each of the said reservations or qualifications or adverse remark

Please see the section headed “Financial Information of the Issuer”.

16. Related Party Transactions entered during the last three financial years immediately preceding the year the year of circulation of the Information Memorandum including with regard to loans made or guarantees given or securities provided

Please see the section headed “Related Party Transactions”.

17. Profits of the Issuer, before and after making provision for tax, for the three financial years immediately preceding the date of the Information Memorandum:

Please see the section headed “Financial Information of the Issuer”.

18. Dividends declared by the Issuer in the last 3 Financial Years

Please see the section headed “Financial Information of the Issuer”.

19. Interest Coverage Ratio for the last 3 Financial Years

Please see the section headed “Financial Information of the Issuer”.

20. 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 Issuer during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

Please see the section headed “Outstanding Litigations and Defaults”.

Dated: [●], 2015

52

21. 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 Information Memorandum in the case of Issuer 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 Information Memorandum and if so, section-wise details thereof for the Issuer and all of its subsidiaries.

Please see the section headed “Outstanding Litigations and Defaults”.

22. Details of acts of material frauds committed against the Issuer in the last three years, if any, and if so, the action taken by the Issuer.

Nil

23. Any material event/ development or change having implications on the financials/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 which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

Since December 31, 2014, in the opinion of the Issuer, other than as disclosed in this Information Memorandum, there has not arisen any circumstance that materially or adversely affects the profitability of the Issuer taken as a whole or the value of their consolidated assets or their ability to pay their material liabilities over the next 12 months.

Other than as disclosed in this Information Memorandum, there are no other material events or developments or changes at the time of the issue of this Information Memorandum for the Issue of Debentures which may affect the Investors’ decision to invest/ continue to invest in the Issue of Debentures proposed to be issued under this Information Memorandum.

24. Names of the Debenture Trustees and Consents thereof

The Debenture Trustee for the Issue of Debentures proposed to be issued under this Information Memorandum shall be Axis Trustee Services Limited. The Debenture Trustee has given its written consent for its appointment and inclusion of its name in the form and context in which it appears in this Information Memorandum for the Issue of Debentures. The Debenture Trustee has given their consent to the Issuer to act as trustee for the Debentureholders under Regulation 4(4) of the SEBI Debt Regulations.

The consent letter from the Debenture Trustee is attached as Annexure E.

25. Rating and rating letter

The Debentures proposed to be issued under this Information Memorandum have been rated “CRISIL A+” with negative outlook outlook by CRISIL Limited. The rating letter is attached as Annexure D

The Debentures are proposed to be listed on the WDM segment of the BSE initially. The Issuer shall comply with the requirements of the Debt Listing Agreement to the extent applicable to it on a continuous basis. The BSE is therefore the designated stock exchange. The Issuer has obtained ‘in-principle’ approval from the BSE to list the Debentures and same is attached as Annexure F.

The Issuer reserves the right to get the Debentures listed on other recognized stock exchanges as the Issuer may deem fit after giving prior intimation of such proposed listing to the Debenture Trustee.

26. Filing of the Information Memorandum and Return of Allotment

The Issuer shall maintain a complete record of private placement offer of the Debentures in Form PAS-5 in accordance with the PAS Rules.

A copy of the Form PAS-5 in respect of the Issue of Debentures pursuant to this Information Memorandum shall be filed with the ROC with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and SEBI within a period of 30 (thirty) days of circulation of the Information Memorandum.

Dated: [●], 2015

53

The Issuer shall file a return of allotment of securities under section 42 of the New Companies Act with the ROC within 30 (thirty) days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all holders of Debentures.

27. Other Details pertaining to the Issue

(i) Debenture Redemption Reserve

The Issuer will create Debenture Redemption Reserve (“DRR”) as may be required in case of privately placed debentures.

Pursuant to Rule 18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through private placement route. In terms of extant provisions of New Companies Act, the Issuer is required to create DRR out of profits, if any, earned by the Issuer. The Issuer shall create a DRR and credit to the DRR such amounts as applicable under provisions of Section 71 of the New Companies Act or any other relevant statute(s), as applicable.

(ii) Regulations pertaining to the Issue

The Debentures being offered pursuant to this Information Memorandum are subject to the provisions of the Old Companies Act, the New Companies Act, the SEBI Debt Regulations, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed.

(iii) Application Process

Please see the section headed “Issue Procedure”.

(iv) No-objection Certificate

The Company does not need consent from its existing lenders for borrowing by way of the issue of Debentures or creation of mortgage over the Mortgages Property.

Dated: [●], 2015

54

ISSUE PROCEDURE

The Issuer proposes to Issue the Debentures on the terms set out in this Information Memorandum. The Debentures being offered pursuant to this Information Memorandum are subject to the provisions of the New Companies Act and the erstwhile Companies Act, 1956, the SEBI Debt Regulations, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed. This section applies to all applicants. Please note that all applicants are required to make payment of the full application amount along with the Application Form.

How to Apply

Only Eligible Investors as given hereunder may apply for the Debentures by completing the application form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants.

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the application form and crossed “Account Payee Only”.

Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. Money orders or postal orders will not be accepted. The payments can be made by real time gross settlement (“RTGS”), the details of which are given below. No cash will be accepted. An application once submitted cannot be withdrawn.

The Issuer assumes no responsibility for any application/cheques/demand drafts lost in mail or in transit.

Application Procedure

Potential Investors will be invited to subscribe by way of Application Form as provided by the Issuer during the period between the Issue Opening Date and the Issue Closing Date (both days inclusive) mentioned in the Information Memorandum.

The Issuer reserves the right to close the Issue of Debentures at the earlier date on the Issue of that particular Debentures being fully subscribed.

The Issuer reserves the right to close the Issue of the Debentures at any time on the Issue Closing Date.

Application Size

Applications for the Debentures are required to be for a minimum of 1 (one) Debenture and multiples of 1 (one) Debenture thereafter.

Who can Apply

Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum and this Information Memorandum and its contents should not be construed to be a prospectus under the New Companies Act, as amended or the rules made thereunder. The Issue of Debentures is a domestic issue and is being made in India only.

This Information Memorandum and the contents hereof or thereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures.

The following categories of Investors together constitute “Eligible Investors”:

Scheduled commercial banks in India;

NBFCs and RNBCs registered with RBI;

Dated: [●], 2015

55

Indian companies and other bodies corporate;

Rural regional banks in India;

Insurance companies registered with IRDA;

Financial institutions, including All India Financial Institutions;

Housing finance companies registered with the National Housing Board;

FIIs;

QFIs; and

FPIs.

Only the Eligible Investors, when specifically approached, are eligible to apply for the Debentures.

Other than as stated above, applications cannot be made by person(s) or entity(ies) resident outside India, including but not limited to NRIs and OCBs.

All Eligible Investors and subsequent Debentureholders (who shall purchase the Debentures in the secondary market) are required to consult their own advisors in investing in the Debentures and comply with the relevant rules/regulations/guidelines/notifications applicable to them for investing in the Debentures.

Submission of Documents

Investors should submit the following documents, wherever applicable:

(a) Memorandum and Articles of Association/Documents governing constitution;

(b) Government notification/certificate of incorporation;

(c) Resolution authorizing investment along with operating instructions;

(d) Power of Attorney (original and certified true copy);

(e) Form 15AA granting exemption from TDS on interest;

(f) Form 15H for claiming exemption from TDS on interest on application money, if any;

(g) Order u/s197 of IT Act;

(h) Order u/s10 of IT Act;

(i) Specimen signatures of authorised persons duly certified by an appropriate authority; and

(j) SEBI registration certificate, if applicable.

Note: Participation by potential Investors in the Issue of Debentures proposed to be issued under this Information Memorandum may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to peruse the Debenture Trust Deed and further ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

Permanent Account Number

Each applicant should mention their PAN allotted under the IT Act in the Application Form.

Dated: [●], 2015

56

Minimum Subscription

As the Issue of the Debentures under this Information Memorandum will be made on private placement basis, the requirement of minimum subscription shall not be applicable to the Issue of Debentures and therefore the Issuer shall not be liable to refund the subscription(s)/ proceed(s) in respect of Issue of Debentures in the event of the total Issue of Debentures collection falling short of the proposed Issue size or certain percentage of the proposed Issue size.

Submission of completed Application Form

All applications duly completed accompanied by transfer instructions from the respective Investor’s account to the account of the Issuer, shall be submitted at the Registered Office of the Issuer.

Mode of Payment

All cheques/drafts must be made payable to “Sterlite Technologies Limited” and crossed “A/C PAYEE ONLY” or through Fund Transfer / Real time gross settlement. The RTGS details of the Issuer are as under:

IFSC Code HDFC0000007 Bank Account No. 00070310004679 Account name Sterlite Technologies Limited Branch HDFC Bank Limited, Bhandarkar Road, Pune Basis of Allotment and Schedule for Allotment and Issue of Certificates

The Issuer reserves the sole and absolute right to allot the Debentures to any applicant. The unutilised portion of the application money will be refunded to the applicant by electronic transfer to the bank account notified by the applicant. In case the cheque payable at par facility is not available, the Issuer’s reserves the right to adopt any other suitable mode of payment. The Issuer will allot the Debentures to the Debentureholders dematerialized account within 5 (five) Business Days of the Deemed Date of Allotment. Consolidated Debenture Certificates for the Debentures will be dispatched at the sole risk of the applicant, through registered/speed post, or the same can be handed over in person, within 30 (thirty) days from the date of closure of the Issue. The Issuer further agrees to pay interest as per the applicable provisions of the New Companies Act, if the allotment letters/refund orders have not been dispatched to the applicants within 30 (thirty) days from the date of the closure of the Issue.

Right to Accept or Reject Applications

The Board of Directors, the Committee of Directors and/or any other authorised officials of the Issuer reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. Application Forms that are not complete in all respects may be rejected in sole discretion of the Issuer.

Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The Investors will be required to remit the funds as well as submit the duly completed application form along with other necessary documents to the Issuer by the Deemed Date of Allotment.

Interest on Application Money

Interest on application money will be paid to Investors at the Interest Rate for the Debentures from the date of realisation of subscription money, for the Debentures up to 1 (one) day prior to the Deemed Date of Allotment. Such interest shall be payable within 7 (seven) Business Days from the Deemed Date of Allotment.

Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures .

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall

Dated: [●], 2015

57

upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

Issue of Debentures in Dematerialised Form

The Debentures will be issued in dematerialised form within 5 (five) Business Days from the Deemed Date of Allotment. The Issuer has made arrangements with the Depositories for the Issue of Debentures in dematerialised form. Investors will hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository participant’s name, DP ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the Depository account of the Investor. All provisions relating to issue, allotment, transfer, transmission etc. in respect of the Debentures as prescribed under the Depositories Act will be applicable to the Debentures issued in dematerialized form.

If the Debentures issued are held in dematerialised form, then no action is required on the part of the Investors for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Investors whose names appear on the list of beneficiaries provided by the Depository to the Issuer. The names would be as per the Depository’s records on the relevant record date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and depositary participant’s identification number will be given by the Depository to the Issuer and the Registrar. Based on the information provided above, the Issuer/Registrar will dispatch the cheque for interest / coupon payments to the beneficiaries. If permitted, the Issuer may transfer payments required to be made in relation to any by electronic transfer of funds/RTGS, to the bank account of the Debentureholders for redemption and interest/ coupon payments.

However, for the Debentures that are rematerialized and held in physical form, the Issuer will issue one certificate to the relevant Debentureholder for the aggregate amount of the Debentures that are rematerialized and held by such Debentureholder (each such certificate a “Consolidated Debenture Certificate”). In respect of the Consolidated Debenture Certificate(s), the Issuer will, upon receipt of a request from the Debentureholder within 30 days of such request, split such Consolidated Debenture Certificates into smaller denominations in accordance with the Articles of Association, subject to a minimum denomination of one Debenture. No fees will be charged for splitting any Consolidated Debenture Certificates but, stamp duty, if payable, will be paid by the Debentureholder. The request to split a Consolidated Debenture Certificate shall be accompanied by the original Consolidated Debenture Certificate which will, upon issuance of the split Consolidated Debenture Certificate, be cancelled by the Issuer.

Deemed Date of Allotment

All benefits relating to the Debentures will be available to the Investors from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Issuer reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. The Deemed Date of Allotment may be changed (advanced/ postponed) by the Issuer at its sole and absolute discretion.

Payment on Redemption

In respect of the Debentures held in dematerialized form, payment of the Redemption Amount will be made by the Issuer 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 Issuer to the beneficiaries as per the beneficiary list by making payment electronically to the bank account notified by the beneficiary. Payment of the Redemption Amount to the bank account notified by the Debentureholders will be done within 7 (seven) days from the Early Redemption Date or Redemption Amount, as the case may be. Such payment will be a legal discharge of the liability of the Issuer towards the Debentureholders. On such payment being made, the Issuer will inform the Depositories and accordingly the account of the Debentureholders with Depositories will be adjusted. In case of cheque issued towards redemption proceeds, the same will be dispatched by courier or hand delivery or registered post at the address provided in the Application Form at the address as notified by Debentureholder or at the address with Depositiories’ record. Once the cheque for redemption proceeds is dispatched to the Debentureholder(s) at the addresses provided or available from the Depositories record, the Issuer’s liability to redeem the Debentures on the date of redemption shall stand

Dated: [●], 2015

58

extinguished and the Issuer will not be liable to pay any interest/premium, income or compensation of any kind from the date of redemption of the Debenture(s).

In respect to the Debentures held physically under a Consolidate Debenture Certificate, payments will be made by way of cheque or pay orders or electronically. However, if the Issuer so requires, payments on maturity may be made on surrender of the Consolidated Debenture Certificate(s). Dispatch of cheques or pay orders in respect of payments with respect to redemptions will be made within a period of 30 days from the date of receipt of the duly discharged Consolidated Debenture Certificate.

Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.

Currency of Payment

All obligations under the Debentures including yield, are payable in Indian Rupees only.

Transfers

The Debentures shall be transferred and/ or transmitted in accordance with the applicable provisions of the New Companies Act and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the Articles of Association and the New Companies Act shall apply, mutatis mutandis (to the extent applicable to the Debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL and CDSL and the relevant depositary participant’s of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, any payments will be paid to the person, whose name appears in the Register of Debentureholders maintained by the Depository under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s Depositary Participant’s account to his Depositary Participant. Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only. The Issuer undertakes that there will be a common form of transfer available for the Debentures held under a Consolidated Debenture Certificate.

Title

In case of:

1. Debentures held in the dematerialized form, the person for the time being appearing in the register of Beneficial Owners maintained by the Depository; and

2. Debentures held in physical form, the person for the time being appearing in the Register of Debentureholders as Debentureholder,

shall be treated for all purposes by the Issuer, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated Debenture Certificate issued in respect of the Debentures and no person will be liable for so treating the Debentureholder.

List of Beneficial Owners

The Issuer shall request the Depositories to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Applications 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 signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any,

Dated: [●], 2015

59

must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application.

Computation of Interest

All interest accruing for any Interest Period shall accrue from day to day and be calculated on the face value of principal outstanding on the Debentures and Debentures, respectively at the respective coupon rate on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Interest Rate and rounded off to the nearest Rupee.

Tax Deduction at Source

Debentureholders should consult their own independent tax advisers to understand their tax positions. In addition, Debentureholders 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. Therefore, Debentureholders are advised to consider the tax implications in respect of subscription to the Debentures in consultation with their tax advisors.

As per the prevalent provisions of the IT Act, the amount of interest received/ receivable by the Debentureholders is treated as a taxable income in their hands. However, with effect from June 1, 2008, no tax is deductible at source from the amount of interest payable on any listed demat security, held by a person resident in India. Since the Debentures shall be issued in dematerialized mode and shall be listed on the BSE and such other recognized stock exchanges as the Issuer may deem fit after giving prior intimation of such proposed listing to the Debenture Trustee, no tax will be deductible at sources on the payment/credit of interest on the Debentures held by any person resident in India.

In the event of rematerialization of the Debentures or a change in applicable law governing the taxation of the Debentures, the following provisions shall apply:

Any payment to be made by the Issuer shall be made to the Debenture Trustee, in the appropriate currency, at such place as the Debenture Trustee shall designate. Except as provided in this Clause, all payments to be made by the Issuer shall be made in full without set-off or counterclaim and free and clear of any Tax of any nature now or hereafter imposed by any country or any subdivision or relevant authority, unless the payment/deduction/withholding of any present and future Tax (“Tax Deduction”) is required by applicable law. If any sums payable to the Debentureholders is subject to any Tax Deduction, the Issuer shall make such Tax Deduction, and shall immediately (but no later than 30 (thirty) days from the due date of payment of such Tax Deduction to the Governmental Authority (or any shorter period stipulated by applicable law) deliver to the Debenture Trustee the withholding certificate or similar certificate or an official receipt or other official documentation evidencing such payment in accordance with applicable law received in connection with the Tax Deduction.

In the event that a Debentureholder is entitled by virtue of any applicable laws to receive amounts at a lower rate of tax withholding, such Debentureholder will provide evidence thereof to the Issuer who will then deduct Tax at such lower rate.

Right of the Issuer to Purchase and Re-sell Debentures

Purchase and Resale of Debentures: The Issuer may, subject to applicable laws, at any time and from time to time, purchase Debentures issued under this Information Memorandum at discount, at par or premium in the open market. Such Debentures , at the option of the Issuer, be cancelled, held or resold at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by applicable laws, provided that the Issuer’s voting rights in respect of the Debentures shall not exceed 74%.

Dated: [●], 2015

60

Succession

In the event of insolvency or winding up of a Registered Debentureholder, or the first holder in the case of joint holders, the Issuer will recognize the executor or administrator of the demised Debentureholder or the holder of succession certificate or other legal representative of the demised Debentureholder as the Registered Debentureholder 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 Issuer.

The Issuer 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 recognise such holder as being entitled to the Debentures standing in the name of the demised Debentureholder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law.

Notices

All notices to the Debentureholders required to be given by the Issuer or the Debenture Trustee shall have been given if sent either by registered post, by facsimile or by email to the original/ first allottees of the Debentures, or as may be prescribed by applicable law.

All notice(s) to be given by the Debentures shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication.

Notice(s) shall be deemed to be effective (in the case of registered post) 7 (seven) business days after posting, (in the case of facsimile/email) twenty four hours after dispatch or (in the case of personal delivery) at the time of delivery.

Payment of outstanding amounts on the Debentures

The Issuer will comply with the terms of the Debt Listing Agreement including but not limited to ensuring that, the Issuer shall ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of all outstanding amounts on the Debentures, including the principal and interest accrued thereon, as per the applicable norms of the RBI.

Debenture Trustee

The Issuer has appointed Axis Trustee Services Limited as the Debenture Trustee for the Issue. All the rights and remedies of the Debentureholders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debentureholders. 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 Issuer to the Debenture Trustee on behalf of the Debentureholders shall discharge the Issuer pro tanto to the Debentureholders. The Debenture Trustee shall carry out its duties and shall perform its functions in accordance with all applicable laws and regulations including without limitation the SEBI Debt Regulations and the Debenture Trustee Regulations as well as the Debenture Trust Deed and this Information Memorandum, with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed entered into between the Issuer and the Debenture Trustee and a notice in writing to the Debentureholders shall be provided for the same.

The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee will protect the interest of the Debentureholders on the occurrence of an event of default by the Issuer in regard to timely payment of interest and repayment of principal and they will take necessary action at the Issuer’s cost as provided in the Debenture Trust Deed.

Rights of Debentureholders

The Debentureholders shall not be entitled to any right and privileges of shareholders other than those available to them under the New Companies 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 Issuer.

Dated: [●], 2015

61

Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debentureholders available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Dated: [●], 2015

62

UNDERTAKINGS BY THE ISSUER

The Issuer undertakes that:

It will provide a compliance certificate duly certified by the Debenture Trustee to the Debentureholders, (on a half-yearly basis), in respect of compliance with the terms and conditions of Issue of Debentures as contained in this Information Memorandum;

Every credit rating obtained shall be periodically reviewed by Crisil Ratings and any revision in the rating shall be promptly disclosed by the Issuer to the BSE and such other recognized stock exchanges as the Issuer may deem fit to get the Debentures listed after giving prior intimation of such proposed listing to the Debenture Trustee. Any change in rating shall be promptly disseminated to Debentureholders and prospective Investors in such manner as may be determined from time to time by the BSE and such other recognized stock exchanges as the Issuer may deem fit to get the Debentures listed after giving prior intimation of such proposed listing to the Debenture Trustee;

All information and reports on any of the Debentures, including compliance reports filed by the Issuer and the Debenture Trustee, shall be disseminated to the Debentureholders and the general public by placing them on the website of the Issuer and the Trust Deed shall provide, that the Debenture Trustee place the same on its website; and

This Information Memorandum is compliant with all disclosures required to be made for listing of non-convertible debentures on a private placement basis on a recognized stock exchange, as specified in the SEBI Debt Regulations.

Signed By: Name: _____________________________________ Designation: ________________________________ Date: March 18, 2015 Place: _____________________

Dated: [●], 2015

63

DECLARATION

Declaration by the Issuer

The Issuer hereby declares that this Information Memorandum contains full disclosure in accordance with SEBI Debt Regulations and the New Companies Act.

The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Information Memorandum also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations or guidelines issued by SEBI and other applicable law, as the case may be.

Declaration by the Directors

(i) The Issuer has complied with the provisions of the New Companies Act and the rules made thereunder;

(ii) The compliance with the New Companies Act and the rules made thereunder does not imply that payment of interest or repayment of any Debentures is guaranteed by the Central Government; and

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the Information Memorandum.

I am authorised by the Board of Directors of the Issuer vide resolution dated January 22, 2015 to sign this form and declare that all the requirements of New Companies Act and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed By: Name: _____________________________________ Designation: ________________________________ Date: _____________________ Place: _____________________

Dated: [●], 2015

64

ANNEXURE A

APPLICATION FORM

STERLITE TECHNOLOGIES LIMITED

Registered Office:

[●]

Phone: [●] Fax: [●]

Email: [●]

Website: [●]

APPLICATION FORM FOR PRIVATE PLACEMENT

OF

SECURED, NON-CUMULATIVE, REDEEMABLE, TAXABLE, LISTED, RATED SECURITIES IN THE FORM OF NON CONVERTIBLE DEBENTURES

ISSUE OPENS ON: [●] CLOSING ON: [●]

Date of Application: __________

Dear Sirs,

We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures in the private placement offer letter and information memorandum dated March 18, 2015 (“Information Memorandum”) issued by Sterlite Technologies Limited (the “Issuer”). We hereby agree to accept the Debentures mentioned hereunder or such smaller number as may be allocated to us, subject to the terms of the said Information Memorandum, this application form and the documents. We undertake that we will sign all such other documents and do all such other acts, if any, necessary on our part to enable us to be registered as the holder(s) of the Debentures which may be allotted to us. The amount payable on application as shown below is remitted herewith.

We authorise you to place our name(s) on the Register of Debentureholders of the Issuer that may be so allocated and to register our address(es) as given below. We note that the Issuer is entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.

Yours faithfully,

For (Name of the Applicant) (Name and Signature of Authorised Signatory) The details of the application are as follows:

APPLICATION FORM FOR DEBENTURES (CONT.)

DEBENTURES APPLIED FOR:

No. of Debentures (in figures and in words) Issue Price per Debenture (Rs.) Amount (Rs.) 10,00,000

Dated: [●], 2015

65

Tax status of the Applicant (please tick one)

1. Non Exempt 2. Exempt under: Self-declaration Under Statute Certificate from I.T. Authority

Please furnish exemption certificate, if applicable.

We apply as (tick whichever is applicable)

Financial Institution Company

Insurance Company Commercial Bank/RRB/Co-op.Bank/UCB

Body Corporate Others: __________________________

FII/QFI/FPI

PAYMENT PREFERENCE

APPLICANT’S NAME IN FULL: Tax payer’s PAN

IT Circle/ Ward/ District

MAILING ADDRESS IN FULL (Do not repeat name) (Post Box No. alone is not sufficient) Pin Tel Fax CONTACT PERSON

NAME DESIGNATION TEL. NO. FAX NO.

Email

I / We, the undersigned, want delivery of the Debentures in Electronic Form. Details of my / our Beneficiary (Electronic) account are given below:

Depository Name NSDL CDSL Depository Participant Name DP ID Beneficiary Account Number Name of Applicant We understand that in case of allocation of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allocated Debentures. (Applicants must ensure that the sequence of names as mentioned in the application form matches that of the Account held with the DP).

Name of the Authorized Signatory(ies) Designation Signature

Cheque Draft RTGS Payable at ________________

Dated: [●], 2015

66

FOR BANK USE ONLY

No. of Debentures (in words and figures)

Date of receipt of application

Amount for the Debentures (Rs.) (In words and figures)

PARTICULARS OF DP ID

RTGS/Cheque/Fund Transfer/ Demand Draft drawn on (Name of Bank and Branch)

Cheque/Demand Draft No./UTR No. in case of RTGS/ A/c no incase of FT

RTGS/Cheque/ Demand Draft/ fund transfer Date

DP ID No.

Client ID No.

……………………………………………..………TEAR….…………………………………………………......

1. Application must be completed in full BLOCK LETTER IN ENGLISH except in case of signature. Applications, which are not complete in every respect, are liable to be rejected.

2. Payments must be made by RTGS or cheque marked ‘A/c Payee only’ or bank draft drawn in favour of “Sterlite Technologies Limited” and as per the following details:

IFSC Code HDFC0000007 Bank Account No. 00070310004679 Account name Sterlite Technologies Limited Branch HDFC Bank Limited, Bhandarkar Road, Pune

Cheque or bank draft should be drawn on a scheduled bank payable at Mumbai.

3. The Application Form along with relevant documents should be forwarded to the registered office of Sterlite Technologies Limited (the “Issuer”) to the attention of Mr. [●], on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

4. In the event of debentures offered being over subscribed, the same will be allotted in such manner and proportion as may be decided by the Issuer.

5. The debentures shall be issued in Demat form only and subscribers may carefully fill in the details of Client ID/ DP ID.

6. In the case of application made under Power of Attorney or by limited companies, corporate bodies, registered societies, trusts etc., following documents (attested by Company Secretary /Directors) must be lodged along with the application or sent directly to the Issuer at its registered office to the attention

STERLITE TECHNOLOGIES LIMITED Regd office:

[●]

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (SERIES __)

ACKNOWLEDGEMENT SLIP

(To be filled by the Applicant)

Received from _________________________________ an application for _____________ Debentures under Series __

Address_______________________________________ cheque/ draft No.________________ dated _______________

_____________________________________________ Drawn on __________________________________________

_________________________________________ for Rs. (in figures)____________________________________

_______________ Pin Code ______________________ for Rs. (in words) ____________________________________

Dated: [●], 2015

67

of Mr. [●] along with a copy of the Application Form.

a. Memorandum and articles of association / documents governing constitution/ certificate of incorporation.

b. Board resolution of the investor authorising investment.

c. Certified true copy of the Power of Attorney.

d. Specimen signatures of the authorised signatories duly certified by an appropriate authority.

e. PAN (otherwise exemption certificate by IT authorities).

f. Specimen signatures of authorised persons.

g. SEBI registration certificate, if applicable.

7. The attention of applicants is drawn to Sub-Section (1) of Section 38 of the New Companies Act, which is reproduced below:

Any person who:

a. Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, for its securities; or

b. Makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

c. otherwise induces directly or indirectly a company to allot or register any transfer of securities to him or any other person in a fictitious name,

shall be punishable with imprisonment for a term which shall not be less than 6 months but which may extend to 10 years and shall also be liable to fine which shall not be less than the amount involved which may extend to 3 times the amount involved.

8. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is authorised and eligible to invest in the same and perform any obligations related to such investment.

Dated: [●], 2015

68

ANNEXURE B

BOARD RESOLUTION AUTHORSING THE ISSUE

Dated: [●], 2015

69

Dated: [●], 2015

70

Dated: [●], 2015

71

Dated: [●], 2015

72

Dated: [●], 2015

73

ANNEXURE C

SHAREHOLDERS RESOLUTION

Dated: [●], 2015

74

Dated: [●], 2015

75

Dated: [●], 2015

76

ANNEXURE D

RATING LETTERS OF RATING AGENCIES ALONGWITH RATING RATIONALE

CARE RATING AND RATIONALE

Dated: [●], 2015

77

Dated: [●], 2015

78

Dated: [●], 2015

79

Dated: [●], 2015

80

ANNEXURE E

CONSENT OF DEBENTURE TRUSTEE 

Dated: [●], 2015

81

ANNEXURE F

IN-PRINCIPLE APPROVAL OF THE BSE 

Dated: [●], 2015

82

ANNEXURE G

ANNUAL FINANCIAL STATEMENTS FOR YEARS ENDED MARCH 31, 2012, 2013 AND 2014

(CONSOLIDATED AND STANDALONE)

STANDALONE FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2011-12

Balance Sheet as at March 31, 2012

Please refer to page number 68 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

Statement of Profit and Loss for the year ended March 31, 2012

Please refer to page number 69 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

Cash Flow Statement for the year ended 31st March, 2012

Please refer to page number 70 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2011-12

Consolidated Balance Sheet as at March 31, 2012

Please refer to page number 106 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

Consolidated Statement of Profit and Loss for the year ended 31st March, 2012

Please refer to page number 107 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

Consolidated Cash Flow Statement for the year ended 31st March, 2012

Please refer to page number 108 of the Issuer’s annual report dated April 26, 2012 for the financial year 2011-12.

Dated: [●], 2015

83

STANDALONE FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2012-13

Balance Sheet as at March 31, 2013

Please refer to page number 76 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13.

Statement of Profit and Loss for the year ended March 31, 2013

Please refer to page number 77 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13.

Cash Flow Statement for the year ended March 31, 2013

Please refer to page number 78 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13.

CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2012-13

Consolidated Balance Sheet as at March 31, 2013

Please refer to page number 116 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13

Consolidated Statement of Profit and Loss for the year ended March 31, 2013

Please refer to page number 117 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13

Consolidated Cash Flow Statement for the year ended March 31, 2013

Please refer to page number 118 of the Issuer’s annual report dated April 26, 2013 for the financial year 2012-13

Dated: [●], 2015

84

STANDALONE FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2013-14

Balance Sheet as at March 31, 2014

Please refer to page number 88 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-2014.

Statement of Profit and Loss for the year ended March 31, 2014

Please refer to page number 89 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-14.

Cash Flow Statement for the year ended March 31, 2014

Please refer to page number 90 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-14

CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2013-14

Consolidated Balance Sheet as at March 31, 2014

Please refer to page number 28 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-14.

Consolidated Statement of Profit and Loss for the year ended March 31, 2014

Please refer to page number 29 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-14.

Consolidated Cash Flow Statement for the year ended March 31, 2014

Please refer to page number 30 of the Issuer’s annual report dated April 30, 2014 for the financial year 2013-14.

Dated: [●], 2015

85

ANNEXURE H

LIMITED REVIEW FINANCIALS FOR HALF YEAR ENDED SEPTEMBER 30, 2014

(CONSOLIDATED AND STANDALONE)

STANDALONE LIMITED REVIEW FINANCIAL STATEMENTS FOR HALF YEAR ENDED SEPTEMBER 30, 2014

Unaudited Standalone Balance Sheet

STERLITE TECHNOLOGIES LIMITED

BALANCE SHEET AS AT 30 SEPT 2014

(All amounts in Rs. crores unless otherwise stated) 30 Sept 2014 31 March 2014

(Rs. in crores) (Rs. in crores) EQUITY AND LIABILITIES Shareholders' Funds Share capital 78.79 78.76 Reserves and surplus 1,128.46 1,139.54 1,207.25 1,218.31 Share application money pending allotment - 0.00 Non-current liabilities Long-term borrowings 551.06 683.44 Deferred tax liabilities (net) 62.31 86.64 Other long term liabilities 9.22 - Long-term provisions 4.74 5.18 627.33 775.26 Current liabilities Short-term borrowings 989.87 559.72 Trade payables 422.09 619.46 Other current liabilities 448.72 346.14 Short-term provisions 14.07 27.45 1,874.75 1,552.76 - - TOTAL 3,709.33 3,546.33 ASSETS Non-current assets Fixed assets Tangible assets 917.20 998.21 Intangible assets 7.67 7.89 Capital work-in-progress 19.65 16.13 Intangible assets under development - 0.27 944.52 1,022.50 Non-current investments 1,309.47 228.65Long-term loans and advances 107.29 884.03 Trade receivables 5.52 10.52 Other non-current assets 1.16 1.80 2,367.96 2,147.51 Current assets Current investments 150.00 205.00Inventories 374.76 299.41 Trade receivables 552.41 671.27

Dated: [●], 2015

86

30 Sept 2014 31 March 2014 (Rs. in crores) (Rs. in crores)

Cash and bank balances 56.21 44.12 Short-term loans and advances 205.18 173.42 Other current assets 2.81 5.59 1,341.37 1,398.82 - - TOTAL 3,709.33 3,546.33 Standalone Statement of Profit and Loss for the half year ended September 30, 2014

STERLITE TECHNOLOGIES LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 30 SEPT 2014

(All amounts in Rs. crores unless otherwise stated) 30 Sept 2014 31 March 2014

(Rs. in crores) (Rs. in crores) Continuing operations INCOME Revenue from operations (gross) 1,221.71 2,859.18 Less : excise duty 65.24 132.84 Revenue from operations (net) 1,156.47 2,726.34 Other income 25.51 16.95 - - Total income (I) 1,181.98 2,743.29 EXPENSES Cost of raw material and components consumed 705.03 1,776.86 Purchase of traded goods 27.57 28.12(Increase) / decrease in inventories of finished goodswork-in-progress and traded goods (30.19) (18.05) Employee benefits expense 68.86 122.39 Other expenses 257.95 562.73 Exceptional items Total expenses (II) 1,029.22 2,472.05 Earning before interest, tax, depreciation and amortisation (EBITDA) (I) - (II) 152.76 271.24 Depreciation and amortisation expense 54.12 102.88 Finance costs 72.08 95.28 - - Profit before tax 26.56 73.07 Tax expense: Current tax 13.28 20.60 Less: MAT credit entitlement - - Net current tax expense 13.28 20.60 Deferred tax (5.69) (0.57) Income tax for earlier years (3.08) 2.85 Total tax expenses 4.51 22.88 - - Profit for the year 22.05 50.19

Dated: [●], 2015

87

Standalone Financial Results for the Quarter/Half-Year ended September 30, 2014

STERLITE TECHNOLOGIES LIMITED

STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2014

(Rs. in Lacs except per share data) Quarter ended Half year ended Year ended

Sept 14 June 14 Sept 13 Sept 14 Sept 13 Mar 14 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

Income from Operations a) Net Revenue 57,402 55,068 62,881 1,12,470 1,37,359 2,66,358b) Other Operating Income 1,805 1,372 1,368 3,177 2,722 6,276Total Income from

operations (Net) 59,207 56,440 64,249 1,15,647 1,40,081 2,72,634

Total Expenditure 56,081 52,253 61,412 1,08,334 1,31,400 2,57,493a) Cost of materials

consumed 34,464 36,039 45,247 70,503 95,605 1,77,686

b) Purchase of stock-in-trade

1,338 1,419 685 2,757 1,506 2,812

c) (Inc) / Dec in finished goods, stock-in-trade & WIP

117 (3,136) (4,569) (3,019) (6,728) (1,805)

d) Staff Cost 3,944 2,942 3,632 6,886 7,081 12,239e) Depreciation &

Impairment 2,745 2,667 2,541 5,412 4,913 10,288

f) Other Expenditure 13,473 12,322 13,876 25,795 29,023 56,273Operating profit before

other income, interest and tax 3,126 4,187 2,837 7,313 8,681 15,141

Other Income 2,277 274 446 2,551 772 1,695Profit before Interest and

Tax 5,403 4,461 3,283 9,864 9,453 16,836

Net Interest Cost 4,242 2,966 1,643 7,208 4,425 9,528Profit before tax 1,161 1,495 1,640 2,656 5,028 7,308Tax Expense (95) 546 437 451 1,565 2,288Net Profit after tax 1,256 949 1,203 2,205 3,463 5,020 Paid-up Equity Capital

(Face value Rs.2 per share) 7,879 7,876 7,873 7,879 7,873 7,876

Paid-up Debt Capital (Refer note 5)

1,69,639 1,31,312

Reserves excluding revaluation reserves

1,13,953

Debenture redemption reserve

6,250

Earning Per Share (Rs.)- Basic

0.32 0.24 0.31 0.56 0.88 1.28

Earning Per Share (Rs.)- Diluted

0.32 0.24 0.31 0.56 0.88 1.27

Debt Equity Ratio (Refer note 5)

1.41 1.08

Debt Service Coverage Ratio (Refer note 5)

0.86 1.13

Interest Service Coverage Ratio (Refer note 5)

1.28 1.48

Aggregate of Public Share

Holding

Number of Shares 17,85,22,376 17,83,73,680 17,84,39,193 17,85,22,376 17,84,39,193 17,85,18,680

Dated: [●], 2015

88

Quarter ended Half year ended Year endedSept 14 June 14 Sept 13 Sept 14 Sept 13 Mar 14

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) Percentage of

Shareholding 45.31% 45.29% 45.33% 45.31% 45.33% 45.33%

Promotors and promoter

group Shareholding

Pledged/Encumbered Number of Shares - - - - - - Percentage of

Shares (as a % of the total - - - - - -

shareholding of promoter and promoter group)

Percentage of Shares (as a % of the total

- - - - - -

share capital of the company)

Non-encumbered Number of Shares 21,54,50,101 21,54,50,601 21,52,18,656 21,54,50,101 21,52,18,656 21,53,05,601 Percentage of

Shares (as a % of the total 100% 100% 100% 100% 100% 100%

shareholding of promoter and promoter group)

Percentage of Shares (as a % of the total

54.69% 54.71% 54.67% 54.69% 54.67% 54.67%

share capital of the company)

Notes

1. In terms of clause 41 of the listing agreement, details of number of investor complaints for the quarter ended September 30, 2014 : Beginning - 0 , Received - 62, Disposed off - 62, Pending - 0.

2. The above results have been reviewed by the Audit Committee. The Board of directors at its meeting held on October 31, 2014 approved the above results.

3. During the year 2005-06, the CESTAT had upheld a demand of Rs. 188 Crores (including penalties thereon and excluding interest) in the pending Excise matter. The auditors have expressed their qualification on this matter. The Company is contesting this case and the matter is pending the decision of the Hon'ble Supreme Court.

4. During the current quarter, the Company has transferred its investment in a subsidiary to another subsidiary at gross book value and has reversed the provision for diminution of Rs.6.80 crores made in books in respect of the investment so transferred. The effect of such reversal is considered in "f) Other expenditure" in the above results and EBITDA / EBIT of "Telecom Product and Solution".

5. Formulae for computation of ratios are as follows: Debt Service Coverage Ratio = Earnings before Gross Interest and Tax/ (Gross Interest Expense + Principal Repayment) Interest Service Coverage Ratio = Earnings before Gross Interest and Tax / Gross Interest Expense For paid up debt capital and debt equity ratio computation, debt includes long-term borrowings + short term borrowings + current maturities of long- term borrowings.

Dated: [●], 2015

89

(Rs. in Lacs) Segment Reporting Quarter ended Half year ended Year

ended Sept 14 June 14 Sept 13 Sept 14 Sept 13 Mar 14

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)Segment Revenue Power Product and

Solutions 28,733 22,908 42,018 51,641 87,352 1,58,687

Telecom Product and Solutions

28,669 32,160 20,863 60,829 50,007 1,07,671

Total 57,402 55,068 62,881 1,12,470 1,37,359 2,66,358Profit before

interest,depreciation and tax

Power Product and Solutions

564 174 2,569 738 5,000 8,456

Telecom Product and Solutions (Note 4)

7,584 6,954 3,255 14,538 9,367 18,668

Total 8,148 7,128 5,824 15,276 14,367 27,124Profit before interest

and tax

Power Product and Solutions

(337) (573) 1,820 (910) 3,544 5,516

Telecom Product and Solutions (Note 4)

5,740 5,034 1,463 10,774 5,909 11,320

Total 5,403 4,461 3,283 9,864 9,453 16,836Net Interest Cost 4,242 2,966 1,643 7,208 4,425 9,528Profit before tax 1,161 1,495 1,640 2,656 5,028 7,308Capital Employed

(Segment Assets- Segment Liabilities)

Power Product and Solutions

49,658 43,536 39,304 49,658 39,304 37,546

Telecom Product and Solutions

1,06,334 1,09,712 1,15,925 1,06,334 1,15,925 1,08,790

Unallocable 1,34,373 1,19,527 77,515 1,34,373 77,515 1,08,190Total 2,90,365 2,72,775 2,32,744 2,90,365 2,32,744 2,54,526

Statement of Assets and Liabilities

Particulars 30-Sep-14 31-Mar-14 (Unaudited) (Audited)

EQUITY AND LIABILITIES : 1. Shareholders' Funds (a) Share Capital 7,879 7,876 (b) Reserves and Surplus 1,12,846 1,13,953

Sub Total - Shareholders' funds 1,20,725 1,21,829 2. Share Application Money Pending Allotment - - 3. Non-Current Liabilities (a) Long Term Borrowings 55,106 68,344 (b) Deferred Tax Liability (Net) 6,231 8,664 (c) Other Long Term Liabilities (Including Trade Payables) 922 - (d) Long Term Provisions 474 518

Sub Total - Non Current Liabilities 62,733 77,526 4. Current Liabilities (a) Short Term Borrowings 98,987 55,972 (b) Trade Payables 42,209 61,946 (c) Other Current Liabilities 44,872 34,614

Dated: [●], 2015

90

Particulars 30-Sep-14 31-Mar-14 (Unaudited) (Audited)

(d) Short Term Provisions 1,407 2,745 Sub Total - Current Liabilities 1,87,475 1,55,277

TOTAL - EQUITY AND LIABILITIES 3,70,933 3,54,632 ASSETS : 1. Non Current Assets (a) Fixed Assets 94,452 1,02,250 (b) Non Current Investments 1,30,947 22,865 (c) Long Term Loans & Advances 10,729 88,403 (d) Other Non Current Assets (Including Trade Receivables) 668 1,232

Sub Total - Non Current Assets 2,36,796 2,14,750 2. Current Assets (a) Current Investment 15,000 20,500 (b) Inventories 37,476 29,941 (c) Trade Receivables 55,241 67,128 (d) Cash and Bank Balances 5,621 4,412 (e) Short Term Loans & Advances 20,518 17,342 (f) Other Current Assets 281 559

Sub Total - Current Assets 1,34,137 1,39,882 TOTAL - ASSETS 3,70,933 3,54,632

6. As per the requirements of Schedule II to the Companies Act, 2013 ('the Act') effective from April 1, 2014,

the Company has revised the useful lives of certain assets in the current quarter based on technical advice. As a result, the depreciation charge for the quarter and six months ended September 30, 2014 is higher by Rs. 0.40 crore. Further, an amount of Rs.36.23 crore (net of tax) pertaining to assets for which the remaining useful lives were nil as at April 1, 2014 has been adjusted to General Reserve. The Company has opted to apply the provisions of para 4(a) under the heading Notes after Part C in Schedule II of the Act from April 1, 2015 as permitted by MCA Notification dated August 29, 2014. 7. Previous period figures have been regrouped / rearranged wherever considered necessary.

sd/-

Place: Pune Anand Agarwal Date : October 31, 2014 Chief Executive Officer