##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 FORM
20-F/A
 (Amendment
No. 1)
 (Mark One)
 o
    
    Registration statement pursuant to section 12(b) or 12(g) of the Securities Exchange Act
of 1934
 or
 þ
    
    Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2009
 or
 o
    
    Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from

to
 or
 o
    
    Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of event requiring this shell company report
 Commission file number 001-33175
 Sterlite Industries (India) Limited
 (Exact Name of Registrant as specified in its charter)
 Republic of India(Jurisdiction of Incorporation or Organization)
    
    Vedanta, 75 Nehru Road
Vile Parle (East)
Mumbai, Maharashtra 400-099
India(Address of Principal Executive Offices)
 (Name, Telephone, E-mail and/or facsimile number and Address of
Company Contact Person)
  American Depositary Shares, each representing one equity share, 
par value Rs. 2 per equity share(Title of Class)
    
    New York Stock Exchange(Name of Exchange On Which Registered)
  None  (Title of Class)
 None  (Title of Class)
  As of March 31, 2009, 708,494,411 equity shares, par value Rs. 2 per equity share, were issued
and outstanding, of which 75,678,479 equity shares were held in the form of 75,678,479 American
Depositary Shares, or ADSs. Each ADS represents one equity share.
  þ o
  o þ
  þ o
  o o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o  U.S. GAAP þ
    
    International Financial Reporting Standards as issued
by the International Accounting Standards Board o
    
    Other o
  o o
  o þ




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##### 



TABLE OF CONTENTS
 PAGEITEM 4. INFORMATION ON THE COMPANY
    
    
    2ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    65ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    96ITEM 19. EXHIBITS
    
    
    98SIGNATURES
    
    
    103EX-12.3 Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.EX-12.4 Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  i




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##### Table of Contents



EXPLANATORY
NOTE
  1.
    
    Presenting the following capital expenditure amounts prepared under
US GAAP which is the basis of accounting under which we prepared our financial statements included
in the original Form 20-F. The prior amounts that appeared in the Form 20-F
filed on July 10, 2009 were not prepared under US GAAP.
 Capital expenditure amounts included in the
    
    US GAAP capital expenditure amounts
includedSection Reference
    
    original Form 20-F
    
    in the Amendment No. 1Item 4. Information on the Company 
B. Business Overview  Our Business
 Competitive Strengths  Experienced and entrepreneurial
management team with outstanding track record
    
    Rs. 290,696 million($5,714.5 million)
    
    Rs. 280,302 million
($5,510.2 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Our Copper Business  Principal Facilities  Fujairah
    
    $5.0 million
    
    $5.2 millionItem 4. Information on the Company 
B. Business Overview  Our Business
 Our Aluminum Business  Projects
and Developments
    
    Rs. 13,224 million($260.0 million)
    
    Rs. 12,918 million($253.9 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Vedanta Aluminium  Projects and
Developments  Lanjigarh Alumina
Refinery
    
    Rs. 41,054 million($807.0 million)
    
    Rs. 34,372 million($675.7 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Vedanta Aluminium  Projects and
Developments  Lanjigarh Alumina
Refinery
    
    Rs. 4,065 million($79.9 million)
    
    Rs. 6,773 million($133.1 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Vedanta Aluminium  Projects and
Developments  Jharsuguda Aluminum
Smelter  500,000 tpa Aluminum
Smelter
    
    Rs. 87,043 million($1,711.1 million)
    
    Rs. 80,999 million($1,592.3 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Vedanta Aluminium  Projects and
Developments  Jharsuguda Aluminum
Smelter  1,250,000 tpa Aluminum
Smelter
    
    Rs. 17,223 million($338.6 million)
    
    Rs. 16,109 million($316.7 million)Item 4. Information on the Company 
B. Business Overview  Our Business
 Our Commercial Power Generation
Business  Our Plans for Commercial
Power Generation  Sterlite Energy
 Orissa
    
    Rs. 39,121 million($769.0 million)
    
    Rs. 37,545 million($738.1 million)Item 5. Operating and Financial
Review and Prospects  Liquidity
and Capital Resources  Capital
Requirements
    
    Rs. 13,224 million($260.0 million)
    
    Rs. 12,918 million($253.9 million)
 2.
    
    Revising the definition of SRK at Item 4. Information on the Company  B.
Business Overview  Our Business  Basis of Presentation of Ore Reserves so that
references to SRK are to SRK Consulting (UK) Ltd
only and not to SRK (Australasia) Pty Ltd.
 3.
    
    Revising the number of awards held by our directors and officers as a group under
the Vedanta LTIP as set forth under Item 6. Directors, Senior Management and Employees 
B. Compensation  Outstanding Awards and Options so that as of March
31, 2009, our directors and executive officers as a group held awards vested under the
Vedanta LTIP to acquire an aggregate of 76,415 ordinary shares (instead of the previously
reported 240,500 ordinary shares) of Vedanta representing
approximately 0.03% (instead of the previously reported 0.1%) of Vedantas
share capital.
 4.
    
    Revising the liability for compensated absences as set forth under Item 6.
Directors, Senior Management and Employees  B. Compensation  Compensated Absence so
that the liability for compensated absence was Rs. 870 million ($17.1 million) in fiscal
2009 (instead of the previously reported Rs. 729 million ($14.3 million)).5.
    
    Revising the number of Vedanta ordinary shares that our directors and officers
are entitled to acquire pursuant to options vested under the Vedanta LTIP as set forth
under Item 6. Directors, Senior Management and Employees  B. Compensation  Vedanta
Long-Term Incentive Plan so that during fiscal 2009, options to acquire 76,415 Vedanta
ordinary shares (instead of the previously reported 240,500 Vedanta ordinary shares) under
the Vedanta LTIP vested to our directors and executive officers, and deleting the next
sentence which states Of these, options to acquire 150,400 and
90,100 Vedanta ordinary shares were granted on February 1, 2006 and November 15, 2007, respectively, with an
exercise price of $0.10 per ordinary share.
   
    
    Part I  Item 4. Information on the Company  B. Business Overview.
    
    Part I  Item 5. Operating and Financial Review and Prospects.
    
    Part I  Item 6. Directors, Senior Management
and Employees  B. Compensation.
    
    Part III  Item 19. Exhibits.
    1




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##### Table of Contents



ITEM
4. INFORMATION ON THE COMPANY
 B. Business Overview
 OUR INDUSTRY
 Unless otherwise indicated, all data relating to the copper, zinc and aluminum industries
contained in this annual report is primarily derived from Brook Hunt & Associates Ltd, or Brook Hunt,
and other industry sources.
 Unless otherwise indicated, all financial and statistical data relating to the power industry
in India in the following discussion is derived from the Ministry of Powers Annual Report
(2005-06, 2006-07 and 2007-08), the Central Electricity Authority of Indias General Review
(2004-05 and 2007-08), and the Ministry of Power website. The data may have been re-classified for
the purpose of presentation. Unless otherwise indicated, the data presented excludes captive power
generation capacity and captive power generation. The term units as used herein refers to
kilowatt-hours (kWh).
 Copper
 Global Copper Market
 Background
     
    
    Miners, which mine the copper ore and produce copper concentrate;
    
    Custom smelters, which smelt and refine copper concentrate to produce copper metal; and
    
    Integrated producers, which mine copper ore from captive mines and produce copper metal
either through smelting and refining or through leaching.
 2




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##### Table of Contents



Refined Copper Consumption
    Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)Rest of Asia(1)
    
    
    4,171
    
    
    
    24.6
    %
    
    
    4,246
    
    
    
    24.3
    %
    
    
    4,182
    
    
    
    23.3
    %
    
    
    4,153
    
    
    
    23.1
    %Western Europe
    
    
    3,565
    
    
    
    21.0
    
    
    
    3,923
    
    
    
    22.4
    
    
    
    3,661
    
    
    
    20.4
    
    
    
    3,413
    
    
    
    19.0China
    
    
    3,815
    
    
    
    22.5
    
    
    
    3,967
    
    
    
    22.7
    
    
    
    4,600
    
    
    
    25.7
    
    
    
    5,014
    
    
    
    27.9North America
    
    
    2,549
    
    
    
    15.0
    
    
    
    2,408
    
    
    
    13.8
    
    
    
    2,395
    
    
    
    13.4
    
    
    
    2,200
    
    
    
    12.2CEE(2) and CIS
    
    
    1,106
    
    
    
    6.5
    
    
    
    1,210
    
    
    
    6.9
    
    
    
    1,251
    
    
    
    7.0
    
    
    
    1,240
    
    
    
    6.9Latin America
    
    
    955
    
    
    
    5.6
    
    
    
    895
    
    
    
    5.1
    
    
    
    863
    
    
    
    4.8
    
    
    
    906
    
    
    
    5.0India
    
    
    415
    
    
    
    2.4
    
    
    
    458
    
    
    
    2.6
    
    
    
    568
    
    
    
    3.2
    
    
    
    598
    
    
    
    3.3Africa
    
    
    234
    
    
    
    1.4
    
    
    
    243
    
    
    
    1.4
    
    
    
    275
    
    
    
    1.5
    
    
    
    295
    
    
    
    1.6Oceania
    
    
    155
    
    
    
    0.9
    
    
    
    143
    
    
    
    0.8
    
    
    
    148
    
    
    
    0.8
    
    
    
    144
    
    
    
    0.8Total
    
    
    16,965
    
    
    
    100.0
    %
    
    
    17,493
    
    
    
    100.0
    %
    
    
    17,943
    
    
    
    100.0
    %
    
    
    17,963
    
    
    
    100.0
    %
 
 Notes:
 (1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.(2)
    
    Central and Eastern Europe.
 Source:
Brook Hunt Copper Metal Service Report, May 2009.
 Copper Supply
    3




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##### Table of Contents



Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)Latin America
    
    
    3,985
    
    
    
    24.0
    %
    
    
    3,906
    
    
    
    22.6
    %
    
    
    3,953
    
    
    
    22.0
    %
    
    
    4,070
    
    
    
    22.2
    %Rest of Asia(1)
    
    
    2,738
    
    
    
    16.5
    
    
    
    2,953
    
    
    
    17.1
    
    
    
    2,995
    
    
    
    16.6
    
    
    
    2,927
    
    
    
    15.9China
    
    
    2,600
    
    
    
    15.6
    
    
    
    3,003
    
    
    
    17.4
    
    
    
    3,497
    
    
    
    19.4
    
    
    
    3,779
    
    
    
    20.6CEE(2) and CIS
    
    
    2,166
    
    
    
    13.1
    
    
    
    2,173
    
    
    
    12.6
    
    
    
    2,123
    
    
    
    11.8
    
    
    
    2,087
    
    
    
    11.4North America
    
    
    1,775
    
    
    
    10.7
    
    
    
    1,758
    
    
    
    10.2
    
    
    
    1,786
    
    
    
    9.9
    
    
    
    1,733
    
    
    
    9.4Western Europe
    
    
    1,841
    
    
    
    11.1
    
    
    
    1,877
    
    
    
    10.9
    
    
    
    1,846
    
    
    
    10.3
    
    
    
    1,945
    
    
    
    10.6Africa
    
    
    528
    
    
    
    3.2
    
    
    
    567
    
    
    
    3.3
    
    
    
    638
    
    
    
    3.5
    
    
    
    645
    
    
    
    3.5Australia
    
    
    461
    
    
    
    2.8
    
    
    
    430
    
    
    
    2.5
    
    
    
    443
    
    
    
    2.5
    
    
    
    502
    
    
    
    2.7India
    
    
    499
    
    
    
    3.0
    
    
    
    629
    
    
    
    3.6
    
    
    
    722
    
    
    
    4.0
    
    
    
    683
    
    
    
    3.7Total
    
    
    16,593
    
    
    
    100.0
    %
    
    
    17,296
    
    
    
    100.0
    %
    
    
    18,003
    
    
    
    100.0
    %
    
    
    18,371
    
    
    
    100.0
 
 Notes:
 (1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.(2)
    
    Central and Eastern Europe.
 Source:
Brook Hunt Copper Metal Service Report, May 2009.
 Pricing
  Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008($ per ton, except percentages)LME Cash Price($)
    
    
    1,573
    
    
    
    1,814
    
    
    
    1,577
    
    
    
    1,557
    
    
    
    1,779
    
    
    
    2,869
    
    
    
    3,683
    
    
    
    6,729
    
    
    
    7,124
    
    
    
    6,966% Change
    
    
    
    
    
    
    15.3
    
    
    
    (13.1
    )
    
    
    (1.3
    )
    
    
    14.3
    
    
    
    61.2
    
    
    
    28.4
    
    
    
    82.7
    
    
    
    5.9
    
    
    
    (2.2
    )
 
 Source: LME.     Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008(US cents per lb, except percentages)TcRc(1)
    
    
    15.3
    
    
    
    15.9
    
    
    
    17.4
    
    
    
    15.5
    
    
    
    13.9
    
    
    
    13.0
    
    
    
    29.6
    
    
    
    45.9
    
    
    
    15.4
    
    
    
    11.5% Change
    
    
    
    
    
    
    3.9
    
    
    
    9.4
    
    
    
    (10.9
    )
    
    
    (10.3
    )
    
    
    (6.5
    )
    
    
    127.7
    
    
    
    55.1
    
    
    
    (66.4
    )
    
    
    (24.7
    )
 
 Note:
 (1)
    
    Includes price participation, if any.
 Source: Brook Hunt Copper Metal Service Report.
  4




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##### Table of Contents



Indian Copper Market
 Background
  Consumption Pattern
  Pricing and Tariff
  Market Outlook
 Global Copper Outlook
     Indian Copper Outlook
  5




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##### Table of Contents



Zinc
 Global Zinc Market
 Background
    
    
    Miners, which mine the lead-zinc ore and produce zinc concentrate for sale to smelters,
and usually receive payment for 85% of the zinc contained in the concentrate less a Tc;
    
    Smelters, which purchase concentrate and sell refined metal, with some smelters also
having some integrated production downstream; and
    
    Integrated producers, which are involved in both the mining and smelting of zinc.
  Zinc Consumption
   6




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##### Table of Contents



Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)Europe
    
    
    2,716
    
    
    
    25.0
    %
    
    
    2,843
    
    
    
    25.5
    %
    
    
    2,894
    
    
    
    25.2
    %
    
    
    2,592
    
    
    
    23.1
    %China
    
    
    2,853
    
    
    
    26.9
    
    
    
    3,166
    
    
    
    28.4
    
    
    
    3,531
    
    
    
    30.8
    
    
    
    3,795
    
    
    
    33.9India
    
    
    388
    
    
    
    3.7
    
    
    
    428
    
    
    
    3.8
    
    
    
    469
    
    
    
    4.1
    
    
    
    479
    
    
    
    4.3Rest of Asia(1)
    
    
    2,219
    
    
    
    20.9
    
    
    
    2,190
    
    
    
    19.6
    
    
    
    2,149
    
    
    
    18.7
    
    
    
    2,075
    
    
    
    18.5North America
    
    
    1,365
    
    
    
    12.9
    
    
    
    1,409
    
    
    
    12.6
    
    
    
    1,275
    
    
    
    11.1
    
    
    
    1,131
    
    
    
    10.1Latin America
    
    
    623
    
    
    
    5.9
    
    
    
    647
    
    
    
    5.8
    
    
    
    673
    
    
    
    5.9
    
    
    
    671
    
    
    
    6.0Oceania
    
    
    262
    
    
    
    2.5
    
    
    
    273
    
    
    
    2.4
    
    
    
    284
    
    
    
    2.5
    
    
    
    284
    
    
    
    2.5Africa
    
    
    185
    
    
    
    1.7
    
    
    
    193
    
    
    
    1.7
    
    
    
    198
    
    
    
    1.7
    
    
    
    178
    
    
    
    1.6Total
    
    
    10,611
    
    
    
    100.0
    %
    
    
    11,149
    
    
    
    100.0
    %
    
    
    11,473
    
    
    
    100.0
    %
    
    
    11,205
    
    
    
    100.0
    %
 
 Note:
 (1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.
 Source: Brook Hunt Zinc Metal Services Report, March 2009
 Zinc Supply
      Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)Europe
    
    
    2,538
    
    
    
    25.1
    %
    
    
    2,436
    
    
    
    23.3
    %
    
    
    2,474
    
    
    
    22.2
    %
    
    
    2,454
    
    
    
    21.3
    %China
    
    
    2,761
    
    
    
    27.4
    
    
    
    3,163
    
    
    
    30.2
    
    
    
    3,728
    
    
    
    33.4
    
    
    
    3,909
    
    
    
    34.0India
    
    
    302
    
    
    
    3.0
    
    
    
    410
    
    
    
    3.9
    
    
    
    444
    
    
    
    4.0
    
    
    
    595
    
    
    
    5.2Rest of Asia(1)
    
    
    1,903
    
    
    
    18.9
    
    
    
    1,907
    
    
    
    18.2
    
    
    
    1,893
    
    
    
    17.0
    
    
    
    1,944
    
    
    
    16.9North America
    
    
    1,056
    
    
    
    10.5
    
    
    
    1,079
    
    
    
    10.3
    
    
    
    1,057
    
    
    
    9.5
    
    
    
    1,018
    
    
    
    8.8Latin America
    
    
    807
    
    
    
    8.0
    
    
    
    766
    
    
    
    7.3
    
    
    
    778
    
    
    
    7.0
    
    
    
    802
    
    
    
    7.0Australia
    
    
    456
    
    
    
    4.5
    
    
    
    461
    
    
    
    4.4
    
    
    
    501
    
    
    
    4.5
    
    
    
    506
    
    
    
    4.4Africa
    
    
    273
    
    
    
    2.7
    
    
    
    256
    
    
    
    2.4
    
    
    
    286
    
    
    
    2.6
    
    
    
    280
    
    
    
    2.4Total
    
    
    10,095
    
    
    
    100.0
    %
    
    
    10,475
    
    
    
    100.0
    %
    
    
    11,162
    
    
    
    100.0
    %
    
    
    11,541
    
    
    
    100.0
    %
 
 Note:
 (1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.
 Source: Brook Hunt Zinc Metal Services Report, March 2009.
 7




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##### Table of Contents



Pricing
    Year Ended December 31,Zinc Prices
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008($ per ton, except percentages)LME Cash Price
    
    
    1,076
    
    
    
    1,128
    
    
    
    885
    
    
    
    778
    
    
    
    827
    
    
    
    1,047
    
    
    
    1,381
    
    
    
    3,274
    
    
    
    3,240
    
    
    
    1,874% Change
    
    
    5.1
    
    
    
    4.8
    
    
    
    (21.5
    )
    
    
    (12.1
    )
    
    
    6.3
    
    
    
    26.6
    
    
    
    31.9
    
    
    
    137.0
    
    
    
    (1.0
    )
    
    
    (42.2
    )
 
 Source: LME. th
 Indian Zinc Market
 Background
  Consumption Pattern
   Pricing and Tariff
  8




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##### Table of Contents



Market Outlook
 Global Zinc Outlook
   Indian Zinc Outlook
  Aluminum
 Global Aluminum Market
 Background
   Aluminum Consumption
  9




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##### Table of Contents



Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)North America
    
    
    7,175
    
    
    
    22.5
    %
    
    
    7,219
    
    
    
    20.9
    %
    
    
    6,698
    
    
    
    17.6
    %
    
    
    6,152
    
    
    
    16.2
    %Western Europe
    
    
    6,512
    
    
    
    20.4
    
    
    
    6,797
    
    
    
    19.8
    
    
    
    7,160
    
    
    
    18.9
    
    
    
    6,883
    
    
    
    18.1China
    
    
    7,083
    
    
    
    22.2
    
    
    
    8,790
    
    
    
    25.6
    
    
    
    12,300
    
    
    
    32.4
    
    
    
    12,854
    
    
    
    33.9Rest of Asia(1)
    
    
    6,162
    
    
    
    19.3
    
    
    
    6,299
    
    
    
    18.3
    
    
    
    6,260
    
    
    
    16.5
    
    
    
    6,142
    
    
    
    16.2CEE(2)
    
    
    1,800
    
    
    
    5.6
    
    
    
    1,972
    
    
    
    5.7
    
    
    
    1,918
    
    
    
    5.0
    
    
    
    1,840
    
    
    
    4.8Latin America
    
    
    1,338
    
    
    
    4.2
    
    
    
    1,364
    
    
    
    4.0
    
    
    
    1,502
    
    
    
    4.0
    
    
    
    1,681
    
    
    
    4.4India
    
    
    958
    
    
    
    3.0
    
    
    
    1,080
    
    
    
    3.1
    
    
    
    1,207
    
    
    
    3.2
    
    
    
    1,312
    
    
    
    3.5Oceania
    
    
    451
    
    
    
    1.4
    
    
    
    422
    
    
    
    1.2
    
    
    
    444
    
    
    
    1.2
    
    
    
    461
    
    
    
    1.2Africa
    
    
    426
    
    
    
    1.3
    
    
    
    466
    
    
    
    1.3
    
    
    
    492
    
    
    
    1.3
    
    
    
    641
    
    
    
    1.7Total
    
    
    31,905
    
    
    
    100.0
    %
    
    
    34,408
    
    
    
    100.0
    %
    
    
    37,981
    
    
    
    100.0
    %
    
    
    37,966
    
    
    
    100.0
    %
 
 Notes:(1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.(2)
    
    Central and Eastern Europe.Source: Brook Hunt Aluminium Metal Service
Report, May 2009. Aluminum Supply
     Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)China
    
    
    7,806
    
    
    
    24.4
    %
    
    
    9,349
    
    
    
    27.6
    %
    
    
    12,588
    
    
    
    33.0
    %
    
    
    13,177
    
    
    
    33.3
    %North America
    
    
    5,382
    
    
    
    16.8
    
    
    
    5,333
    
    
    
    15.7
    
    
    
    5,643
    
    
    
    14.8
    
    
    
    5,781
    
    
    
    14.6CEE(2)
    
    
    4,627
    
    
    
    14.5
    
    
    
    4,678
    
    
    
    13.8
    
    
    
    4,899
    
    
    
    12.8
    
    
    
    5,101
    
    
    
    12.9Western Europe
    
    
    4,345
    
    
    
    13.6
    
    
    
    4,174
    
    
    
    12.3
    
    
    
    4,321
    
    
    
    11.3
    
    
    
    4,627
    
    
    
    11.7Latin America
    
    
    2,390
    
    
    
    7.5
    
    
    
    2,493
    
    
    
    7.4
    
    
    
    2,559
    
    
    
    6.7
    
    
    
    2,663
    
    
    
    6.7Oceania
    
    
    2,252
    
    
    
    7.0
    
    
    
    2,274
    
    
    
    6.7
    
    
    
    2,316
    
    
    
    6.1
    
    
    
    2,297
    
    
    
    5.8Rest of Asia(1)
    
    
    2,447
    
    
    
    7.7
    
    
    
    2,626
    
    
    
    7.7
    
    
    
    2,763
    
    
    
    7.2
    
    
    
    2,994
    
    
    
    7.4Africa
    
    
    1,753
    
    
    
    5.5
    
    
    
    1,865
    
    
    
    5.5
    
    
    
    1,815
    
    
    
    4.8
    
    
    
    1,715
    
    
    
    4.3India
    
    
    965
    
    
    
    3.0
    
    
    
    1,115
    
    
    
    3.3
    
    
    
    1,222
    
    
    
    3.2
    
    
    
    1,296
    
    
    
    3.3Total
    
    
    31,968
    
    
    
    100.0
    %
    
    
    33,907
    
    
    
    100.0
    %
    
    
    38,127
    
    
    
    100.0
    %
    
    
    39,602
    
    
    
    100.0
    %
 
 Notes:(1)
    
    Rest of Asia is Asia excluding China and India, but including the Middle East.(2)
    
    Central and Eastern Europe. Source:
Brook Hunt Aluminium Metal Service Report, May 2009.
 10




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##### Table of Contents



Alumina
   Year Ended December 31,2005
    
    2006
    
    2007
    
    2008Region
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %
    
    Volume
    
    %(thousands of tons, except percentages)Oceania
    
    
    17,918
    
    
    
    26.9
    %
    
    
    18,607
    
    
    
    25.2
    %
    
    
    19,249
    
    
    
    23.8
    %
    
    
    19,728
    
    
    
    22.8
    %Latin America
    
    
    13,189
    
    
    
    19.8
    
    
    
    14,872
    
    
    
    20.1
    
    
    
    15,110
    
    
    
    18.7
    
    
    
    15,767
    
    
    
    18.2China
    
    
    8,536
    
    
    
    12.8
    
    
    
    13,740
    
    
    
    18.6
    
    
    
    20,900
    
    
    
    25.9
    
    
    
    25,137
    
    
    
    29.0North America
    
    
    6,929
    
    
    
    10.4
    
    
    
    6,799
    
    
    
    9.2
    
    
    
    6,076
    
    
    
    7.5
    
    
    
    6,160
    
    
    
    7.1Western Europe
    
    
    6,560
    
    
    
    9.9
    
    
    
    6,747
    
    
    
    9.1
    
    
    
    6,809
    
    
    
    8.4
    
    
    
    6,951
    
    
    
    8.0CEE(2)
    
    
    6,699
    
    
    
    10.1
    
    
    
    6,657
    
    
    
    9.0
    
    
    
    5,828
    
    
    
    7.2
    
    
    
    5,631
    
    
    
    6.5India
    
    
    3,065
    
    
    
    4.6
    
    
    
    2,991
    
    
    
    4.0
    
    
    
    3,178
    
    
    
    3.9
    
    
    
    3,572
    
    
    
    4.1Rest of Asia(1)
    
    
    2,904
    
    
    
    4.4
    
    
    
    2,996
    
    
    
    4.1
    
    
    
    3,056
    
    
    
    3.8
    
    
    
    3,111
    
    
    
    3.6Africa
    
    
    736
    
    
    
    1.1
    
    
    
    530
    
    
    
    0.7
    
    
    
    526
    
    
    
    0.7
    
    
    
    595
    
    
    
    0.7Total
    
    
    66,651
    
    
    
    100.0
    %
    
    
    74,168
    
    
    
    100.0
    %
    
    
    81,080
    
    
    
    100.0
    %
    
    
    86,651
    
    
    
    100.0
    %
 
 Notes:(1)
    
    Rest of Asia is Asia excluding China and India.(2)
    
    Central and Eastern Europe. Source:
Brook Hunt Aluminium Metal Service Report, May 2009.
   Year Ended December 31,2005
    
    2006
    
    2007
    
    2008(thousands of tons)Global Alumina Surplus/(Deficit)
    
    
    (1,657
    )
    
    
    1,704
    
    
    
    156
    
    
    
    3,241
 
 Source: Brook Hunt Aluminium Metal Service
Report, May 2009. Bauxite
  Pricing
  11




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##### Table of Contents



Year Ended December 31,1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008($ per ton, except percentages)AluminumLME Cash Price(1)
    
    $
    1,362
    
    
    $
    1,549
    
    
    $
    1,444
    
    
    $
    1,349
    
    
    $
    1,432
    
    
    $
    1,716
    
    
    $
    1,897
    
    
    $
    2,566
    
    
    $
    2,639
    
    
    $
    2,571% Change
    
    
    0.4
    
    
    
    13.8
    
    
    
    (6.8
    )
    
    
    (6.6
    )
    
    
    6.1
    
    
    
    19.9
    
    
    
    10.5
    
    
    
    35.3
    
    
    
    2.8
    
    
    
    (2.6
    )AluminaSpot Price(2)
    
    $
    203
    
    
    $
    284
    
    
    $
    149
    
    
    $
    148
    
    
    $
    283
    
    
    $
    420
    
    
    $
    468
    
    
    $
    420
    
    
    $
    353
    
    
    $
    362% Change
    
    
    9.7
    
    
    
    39.9
    
    
    
    (47.5
    )
    
    
    (0.7
    )
    
    
    91.2
    
    
    
    48.4
    
    
    
    11.4
    
    
    
    (10.3
    )
    
    
    (16.0
    )
    
    
    2.5Alumina/Aluminum(%)
    
    
    14.9
    %
    
    
    18.3
    %
    
    
    10.3
    %
    
    
    11.0
    %
    
    
    19.8
    %
    
    
    24.5
    %
    
    
    24.7
    %
    
    
    16.4
    %
    
    
    13.4
    %
    
    
    14.1
    %
 
 (1)
    
    Source: LME.(2)
    
    Source: Bloomberg, Metal Bulletin; alumina metallurgical grade spot Free on Board, or FOB,
average for the year. th
   Indian Aluminum Market
 Background
   Supply and Demand
    Pricing and Tariff
   12




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##### Table of Contents



Market Outlook
 Global Aluminum Outlook
    Indian Aluminum Outlook
    Commercial Power Generation Business
 Industry Overview
   Installed Capacities
  MW
    
    Central
    
    State
    
    Private
    
    Total
    
    Share of Total(MW)Thermal
    
    
    36,259
    
    
    
    46,812
    
    
    
    10,654
    
    
    
    93,725
    
    
    
    63.34
    %Hydro
    
    
    8,592
    
    
    
    27,056
    
    
    
    1,230
    
    
    
    36,878
    
    
    
    24.92
    %Nuclear
    
    
    4,120
    
    
    
    
    
    
    
    
    
    
    
    4,120
    
    
    
    2.78
    %Renewable Energy Source
    
    
    
    
    
    
    2,248
    
    
    
    10,995
    
    
    
    13,242
    
    
    
    8.95
    %Total
    
    
    48,971
    
    
    
    76,116
    
    
    
    22,879
    
    
    
    147,965
    
    
    
    100.0
    %
 
 Source: Central Electricity Authority of India. 13




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##### Table of Contents



Indian
states with more than 8 billion tons of coal reserves
    
    Total Coal Reserves(in billion tons)Charttisgarh
    
    
    41.4Jharkhand
    
    
    73.9Orissa
    
    
    62.0West Bengal
    
    
    27.8Andhra Pradesh
    
    
    17.1Madhya Pradesh
    
    
    19.8Maharashtra
    
    
    9.1
 
 Source: Ministry of Coal of the Government of
India. Future Capacity Additions
     Transmission and Distribution
   14




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##### Table of Contents



Consumption
  Power: Demand and Supply
 
 Power: Peak Demand and Supply
 
 
 Source: Ministry of Power of the Government of India.   Power: Category-wise Consumption (2005-06)
 
 
 Source: Central Electricity Authority of India. 15




---



##### Table of Contents



Source: Central Electricity Authority of India (Seventeenth Electric Power Survey).   Per
Capita World Consumption (2006)
 
 
 Note:(1)
    
    Countries that are members of the Organization for Economic Co-operation and Development, or
OECD (http://www.oecd.org). Source:
International Energy Agency, Key World Energy Statistics 2008 (2006
data).
 India Growth Pattern Over Years
 
 
 Source: Ministry of Power of the Government of India. 16




---



##### Table of Contents



Power Trading
  Tariff Setting
   
    
    ensuring availability of electricity to consumers at reasonable and competitive rates;
    
    promoting transparency, consistency and predictability in regulatory approvals across
jurisdictions and minimising the perception of regulatory risks; and
    
    promoting competition, efficiency in operations and improvement in quality of supply.
   Government Initiatives
    17




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##### Table of Contents



OUR BUSINESS
 Overview
     18




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##### Table of Contents



Competitive Strengths
  High quality assets and resources making us a low-cost producer
  
    
    Our Tuticorin smelter was one of the top fifteen custom copper smelters worldwide in
2008, and one of the largest in India by production volume in
fiscal 2008, according to Brook Hunt.
    
    Our zinc business operations are fully integrated with its own mining and captive power
generation capacities. HZL was the worlds third largest zinc mining company in 2008 based
on zinc mine production and is also one of the top ten lead mining companies by production
volume worldwide, according to Brook Hunt. In 2008, HZLs
Rampura Agucha mine was the largest lead-zinc mine in the world in terms of contained zinc deposits on a production basis
and the fourth largest on a reserve basis, according to Brook Hunt. HZL was in the lowest cost
quartile in terms of costs of production of all
zinc mining operations worldwide in 2008, the
fourth largest producer of zinc worldwide and the largest integrated
producer of zinc worldwide based on production volumes in 2008,
and HZLs Chanderiya hydrometallurgical zinc smelter was the third largest smelter on a
production basis worldwide in
2008, according to Brook Hunt.
 19




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##### Table of Contents




    
    Our aluminum business operations are fully integrated with respect to their power
requirements through their captive power plants. BALCOs 245,000 tpa Korba aluminum smelter was in the lowest
cost quartile in terms of all aluminum smelter operations worldwide in 2007, according to Brook Hunt. In November 2007, BALCO received a
coal block allocation of 211.0 million tons for use in its
captive power plants. In March 2007, Vedanta Aluminium began the progressive commissioning
of a 1.0 million tpa greenfield alumina refinery project in Lanjigarh and an associated 75
MW captive power plant, expandable to 1.4 million tpa and 90 MW, respectively, subject to
governmental approvals. The Lanjigarh alumina refinery has started production from a single
stream operation and produced 585,597 tons of alumina in fiscal 2009. The second production
stream of the Lanjigarh alumina refinery was commissioned in April 2009.
  
    
    our focus on continually reducing manufacturing costs and seeking operational efficiency
improvements;
    
    our building and managing our own captive power plants to supply a substantial majority
of the power requirements of our operations; and
    
    the relatively large and inexpensive labor and talent pools in India.
  Leading non-ferrous metals and mining company in India with a diversified product portfolio
  
    
    we are one of two custom copper smelters in India, with a 45.7% primary market share by production volume in India in fiscal 2009, according to ICPCI;
    
    HZL is Indias only integrated zinc producer and had a 79.0% market share by production volume in
India in fiscal 2009, according to ILZDA; and
    
    BALCO is one of the five primary producers of aluminum in
India and had a 28.0% primary market share by production volume in India in fiscal 2009, according to AAI.
   Ideally positioned to capitalize on Indias growth and resource potential
  
    
    Indias large mineral reserves.According to the IBM, the total
copper ore, lead-zinc ore, and bauxite resources of India are estimated at 1.4 billion tons,
0.5 billion tons, and 3.3 billion tons, respectively, as of April 1, 2005. According to the Geological Survey of India, the total coal resources of India are 264.5 billion tons as
of April 1, 2008, and according to the Energy Information Agency, a statistical agency of the United States
government, India has the fourth largest coal reserves in the world as of 2007. In addition, according to the
US Geological Survey, Indias bauxite reserves are the seventh largest in the world with total recoverable
reserves estimated at 2,170 million tons.
 20




---



##### Table of Contents




    
    Indias economic growth and proximity to other growing economies.India is one of the
fastest growing large economies in the world with a real gross domestic product growth of
6.7% in fiscal 2009 and an expected growth in real gross domestic product of 7.0% in fiscal
2010, according to the
Government of India, Economic Survey (2008 to 2009). That growth has been fueled in significant part by
domestic demand, with exports accounting for only approximately 23% of Indias real gross
domestic product in fiscal 2009, according to the Government of Indias Ministry of Statistics
and Programme Implementation. In addition, the Government of India plans to spend approximately $514 billion
on infrastructure between 2007 and 2012, including approximately $167 billion on the power segment, according to the
Government of Indias Eleventh Five-Year Plan (2007-2012) (exchange rate used in the plan for calculating
infrastructure and power segments spending was Rs. 40 = $1.00). As such, we
 believe that our focus on the metals and
power segments will allow us to directly benefit from demand in India and from the other
growing economies in China, Southeast Asia and the Middle East.
    
    Indias large and inexpensive labor and talent pools.India has, compared to other
industrialized nations, low labor costs as a result of its large and skilled labor pool and
the availability of many well-educated professionals.
 Strong pipeline of growth projects
  
    
    Zinc segment:HZL has Rs. 28,800 million ($566.1 million) of expansion
projects to increase its total lead-zinc capacity to 1,065,000 tpa with fully integrated
mining and captive power generation capacities. These projects include:
 
    
    establishing two brownfield smelters which are expected to increase the
production capacities of zinc and lead by approximately 210,000 tons and 100,000
tons, respectively, at Rajpura Dariba in the State of Rajasthan, both of which are
expected to be completed by mid-2010;
    
    setting up an associated captive power plant with a capacity of 160 MW at
Rajpura Dariba, which is expected to be completed by mid-2010;
    
    expanding ore production capacity at the Rampura Agucha mine from
approximately 5.0 million tpa to 6.0 million tpa, which is scheduled for completion in mid-2010, and at the Sindesar Khurd mine from
approximately 0.3 million tpa to 1.5 million tpa, which is scheduled to be progressively completed from mid-2010. The ramp portal connecting the
Sindesar Khurd mine surface to the ore body has been completed and resources have been mobilized to
achieve accelerated mine development;
    
    HZL is expected to start mining
activity at the Kayar mine progressively from mid-2010, with the mine expected to have a production capacity of
360,000 tpa; and
    
    increasing silver production from the current levels of approximately 105
tpa to approximately 500 tpa, primarily from the Sindesar Khurd mine where silver
occurs at approximately 200 parts per million, or ppm.
 
    
    Aluminum segment:Our aluminum segment projects are being undertaken both at our
subsidiary, BALCO, and by Vedanta Aluminium, a 70.5%-owned subsidiary of Vedanta in which we
have 29.5% ownership interest:
 
    
    In order to enhance aluminum production capacity to 1.0 million tons,
BALCO entered into a memorandum of understanding with the State Government of
Chhattisgarh on August 8, 2007, for a potential investment to build an aluminum
smelter with a capacity of 650,000 tpa at Chhattisgarh, at an estimated cost of Rs.
81,000 million ($1,592.3 million). BALCO has commenced the implementation process of
the first phase of expansion for setting up a 325,000 tpa aluminum smelter which uses pre-baked technology from the Guiyang Aluminium  Magnesium Design & Research Institute, or GAMI, of China.
The first production stream from the 325,000 tpa aluminum
smelter is expected in October 2010 and the target date of completion is by
September 2011.
In addition, BALCO is building a 1,200 MW coal-based captive power plant in Chhattisgarh at an
estimated cost of Rs. 46,500 million ($914.1 million). The first phase of the power plant is
expected to be commissioned by June 2010 and the second phase is expected to be completed by
September 2011.
    
    Vedanta Aluminium is building a greenfield 500,000 tpa aluminum smelter,
together with an associated 1,215 MW captive power plant, in Jharsuguda in the State
of Orissa, in two phases of 250,000 tpa each at an estimated project cost of Rs. 95,583 million
($1,879.0 million). Commissioning of the first phase
commenced in May 2008, six months ahead of schedule, and was fully
commissioned in May 2009. The second phase is expected to be progressively commissioned
from June 2009 through the end of fiscal 2010, subject to the receipt of governmental approvals. The associated
1,215 MW thermal coal-based captive power plant will consist of nine units of 135 MW
each, five of which have been commissioned as part of the first phase. The commissioning of the captive power plant units is
scheduled to meet the power requirements of the new Jharsuguda smelter and all other
power requirements of the facility. In addition, Vedanta Aluminium is spending an estimated Rs. 116,800 million ($2,296.0 million) to
construct a second 1,250,000 tpa aluminum smelter in Jharsuguda which is expected to be progressive
commissioned from March 2010 and to be completed by September 2012.
 21




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##### Table of Contents




    
    Power segment:We are executing our plan to enter the commercial power generation
business with Sterlite Energys construction of a 2,400 MW thermal coal-based power facility
(comprising four units of 600 MW each) in Jharsuguda in the State of Orissa at an estimated cost of
Rs. 82,000 million ($1,612.0 million). The project is
expected to be progressively commissioned starting in the third
quarter of fiscal 2010, with full completion anticipated by the
second quarter of fiscal 2011. We have obtained coal block
allocations of 112.2 million tons from the Ministry of Coal to support this facility.
Further, in July 2008, Sterlite Energy was awarded the tender for a project to build a 1,980
MW thermal coal-based  commercial power plant at Talwandi Sabo, in the State of Punjab, India, by the
Government of Punjab. The project is expected to be completed in April 2013.
 Experience for entry into commercial power generation business in India
  Experienced and entrepreneurial management team with outstanding track record
  
    
    selecting attractive acquisition opportunities and successfully improving the operations
and profitability of acquired businesses; and
    
    successfully implementing capital-intensive projects to increase our production
capacities.
  
    
    increasing HZLs production from 172,140 tpa of zinc ingots and 214,447 tpa of zinc mined
metal content when we acquired HZL in 2002 to 217,836 tpa of zinc ingots and 651,494 tpa of
zinc mined metal content in fiscal 2009, representing an increase of 26.5% and 203.8%,
respectively, by increasing the production of HZLs original two hydrometallurgical zinc
smelters, one lead-zinc smelter and four lead-zinc mines; and
    
    increasing the production of BALCOs original aluminum smelter from 89,164 tpa when we
acquired management control of BALCO in 2001 to 106,283 tpa in fiscal 2009, representing an
increase of 19.2%.
 22




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##### Table of Contents




    
    increasing the lead metal capacity of HZLs lead-zinc smelter at Chanderiya from 35,000
tpa to 85,000 tpa in February 2006;
    
    increasing the copper anode capacity of our Tuticorin copper smelter from 180,000 tpa to
300,000 tpa in 2005 and then to 400,000 tpa in November 2006;
    
    increasing the Korba facility by adding a new 245,000 tpa aluminum smelter to bring the
total installed capacity to 345,000 tpa of aluminum in November 2006;
    
    completing a brownfield expansion with the addition of HZLs two hydrometallurgical zinc
smelters with a capacity of 170,000 tpa each, together with coal-based captive power plants
of 154 MW and 80 MW at Chanderiya in May 2005 and December 2007, respectively. The
capacities of the zinc smelters were further increased to 210,000 tpa through improvements
to the operational efficiencies of both smelters in April 2008;
    
    increasing the capacity of the Rampura Agucha lead-zinc mine and processing plant from
2.0 million tpa to 5.0 million tpa of ore to supply the brownfield zinc smelter expansion at
Chanderiya between 2003 and 2008;
    
    completing our wind power plants at Gujarat and Karnataka with a total power generation
capacity of 123.2 MW between 2007 and July 2008;
    
    commissioning a third concentrator at Rampura Agucha in May 2008 and an 80 MW captive
power plant at Zawar in December 2008 which has lowered our power generation costs, as we
have replaced relatively higher cost purchases from the local SEB with our own
power generation facilities; and
    
    increasing the capacity of HZLs Debari smelter from 80,000 tpa to 88,000 tpa through a
project commissioned in April 2008 to improve operational efficiencies.
 Ability and capacity to finance world-class projects
  Strategy
  Continuing focus on asset optimization and reducing the cost of production
  
    
    seeking improvements in operations to maximize throughput and plant availability to
achieve production increases at our existing facilities with minimum capital expenditures to
optimize our asset utilization;
 23




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##### Table of Contents




    
    reducing energy costs and consumption, including through continued investment in advanced
technologies to reduce power consumption in the refining and smelting processes and in
captive power plants to provide the required power;
    
    increasing automation to reduce the manpower required for a given level of production
volume;
    
    a strong exploration effort seeking to increase the reserves, particularly in our zinc
ore business;
    
    continuing to improve recovery ratios such that more finished product is obtained from a
given amount of raw material;
    
    reducing purchase costs, including by entering into long-term contracts for raw
materials, making investments in mining operations and optimizing the mix of raw material
sourcing between long-term contracts, mining operations and the commodities spot markets to
address fluctuations in demand and supply;
    
    securing additional sources of coal through coal block allocations and coal linkages for
use in power plants, such as the coal block allocations of
211.0 million tons we received from the Ministry of Coal for use
in BALCOs captive power plants and of 31.5 million tons we
received from the Madanpur Coal
Block for use in HZLs captive power plants;
    
    seeking better utilization of by-products, including through adding additional processing
capabilities to produce end-products from the by-products that can be sold at higher prices
and help lower the cost of production of our core metals; and
    
    reducing greenhouse gas emissions from our operations through various projects, including
for example our recent installation of a back pressure turbine for utilizing waste gases of
the roaster plant at one of our zinc smelters at Chanderiya, a project from which we have
22,744 voluntary emission reduction credits from July 1, 2005 until March 30, 2007
and received 15,614 carbon emission reduction credits from March 31, 2008 until February
29, 2009. Our wind power projects have also been registered for carbon emission reduction
credits.
  
    
    increased zinc production volume from fiscal 2008 to fiscal 2009;
    
    an increase in reserves at HZLs Rampura Agucha mine from 63.6 million tons as of March 31, 2008 to 67.9 million tons as of March 31, 2009; and
    
    stable cost of production in most of our businesses
notwithstanding inflationary cost pressures across the metals and mining industry generally,
particularly with respect to logistics and energy costs.
 Increasing our capacities through greenfield and brownfield projects
   Leveraging our project execution and operating skills and experience in building and managing
captive power plants to develop a commercial power generation business
  24




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##### Table of Contents



Seeking further growth and acquisition opportunities that leverage our transactional, project
execution and operational skills and experience
  Consolidating our corporate structure and increasing our direct ownership of our underlying
businesses to derive additional synergies as an integrated group
  Basis of Presentation of Ore Reserves
     25




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##### Table of Contents



Our Copper Business
 Overview
    Principal Products
 Copper Cathode
  Copper Rods
  Sulphuric Acid
  Phosphoric Acid
  Doré
Anodes
  Other By-products
  26




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##### Table of Contents



Our Production Process
  
 Supply of Copper Concentrate
  Tuticorin Smelter
 TM
 Tuticorin Acid Plants
 TM
 Silvassa and Tuticorin Refineries
 TM
 Silvassa and Tuticorin Copper Rod Plants
  Doré Anode Plant
  Precious Metal Refinery
  Delivery to Customers
  Principal Facilities
 Overview
  
 27




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Our Copper Mine
    28




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29




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##### Table of Contents



Proven Reserve
    
    Probable Reserve
    
    Total Proven and Probable ReservesQuantity
    
    Copper Grade
    
    Quantity
    
    Copper Grade
    
    Quantity
    
    Copper GradeMine
    
    Source
    
    (million tons)
    
    (%)
    
    (million tons)
    
    (%)
    
    (million tons)
    
    (%)Mt. Lyell
    
    In-situ ore
    
    
    3.0
    
    
    
    1.48
    
    
    
    1.6
    
    
    
    1.52
    
    
    
    4.6
    
    
    
    1.49Secondary ore
    
    
    
    
    
    
    
    
    
    
    6.5
    
    
    
    1.15
    
    
    
    6.5
    
    
    
    1.15Surface stockpile
    
    
    0.2
    
    
    
    1.25
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    1.25Total
    
    
    
    
    3.2
    
    
    
    1.47
    
    
    
    8.1
    
    
    
    1.22
    
    
    
    11.3
    
    
    
    1.29
 Our Smelter and Refineries
 Overview
  CapacityFacility
    
    Copper Anode(1)
    
    Copper Cathode(2)
    
    Copper Rods(2)
    
    Sulphuric Acid(3)
    
    Phosphoric Acid(3)
    
    Captive Power(tpa)
    
    
    
    
    
    
    
    
    
    (MW)Tuticorin
    
    
    400,000
    
    
    
    205,000
    
    
    
    90,000
    
    
    
    1,300,000
    
    
    
    230,000
    
    
    
    46.5Silvassa
    
    
    
    
    
    
    195,000
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    400,000
    
    
    
    400,000
    
    
    
    240,000
    
    
    
    1,300,000
    
    
    
    230,000
    
    
    
    46.5
 
 Notes:(1)
    
    Copper anode is an intermediate product produced by copper smelters and is not sold to
customers. It is used for the production of copper cathode by copper refineries. Approximately
one ton of copper anode is required for the production of one ton of copper cathode.(2)
    
    Copper cathode is used as a starting material for copper rods. Approximately one ton of
copper cathode is required for the production of one ton of copper rods.(3)
    
    Sulphuric acid is used as a starting material for phosphoric acid. Approximately 2.8 tons of
sulphuric acid are required for the production of one ton of phosphoric acid. Tuticorin
  30




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TM TM
 Silvassa
 TM
 Fujairah
  Production Volumes
  Year Ended March 31,Facility
    
    Product
    
    2007
    
    2008
    
    2009(tons)Tuticorin
    
    Copper anode(1)
    
    
    313,117
    
    
    
    335,652
    
    
    
    313,284Sulphuric acid(2)
    
    
    946,539
    
    
    
    1,027,771
    
    
    
    987,511Phosphoric acid(2)
    
    
    172,125
    
    
    
    152,401
    
    
    
    163,607Copper cathode(3)
    
    
    150,565
    
    
    
    162,940
    
    
    
    139,706Copper rods(3)
    
    
    53,660
    
    
    
    81,698
    
    
    
    76,292Silvassa
    
    Copper cathode(3)
    
    
    162,155
    
    
    
    176,354
    
    
    
    173,127Copper rods(3)
    
    
    124,222
    
    
    
    143,060
    
    
    
    143,587Total
    
    Copper anode
    
    
    313,117
    
    
    
    335,652
    
    
    
    313,284Copper cathode
    
    
    312,720
    
    
    
    339,294
    
    
    
    312,833Copper rods
    
    
    177,882
    
    
    
    224,758
    
    
    
    219,879Sulphuric acid
    
    
    946,539
    
    
    
    1,027,771
    
    
    
    987,511Phosphoric acid
    
    
    172,125
    
    
    
    152,401
    
    
    
    163,607
 
 Notes:(1)
    
    Copper anode is an intermediate product produced by copper smelters and is not sold to
customers. It is used for the production of copper cathode by copper refineries. Approximately
one ton of copper anode is required for the production of one ton of copper cathode.(2)
    
    Sulphuric acid is used as a starting material for phosphoric acid. Approximately 2.8 tons of
sulphuric acid are required for the production of one ton of phosphoric acid.(3)
    
    Copper cathode is used as a starting material for copper rods. Approximately one ton of
copper cathode is required for the production of one ton of copper rods.  Year Ended March 31,Mine (Type of Mine)
    
    Product
    
    2007
    
    2008
    
    2009(tons, except for percentages)Mt. Lyell (Underground)
    
    Ore mined
    
    
    2,486,525
    
    
    
    2,545,504
    
    
    
    2,558,094Ore grade
    
    
    1.3
    %
    
    
    1.2
    %
    
    
    1.5
    %Copper recovery
    
    
    91.0
    %
    
    
    90.9
    %
    
    
    90.2
    %Copper concentrate
    
    
    100,966
    
    
    
    99,388
    
    
    
    98,761Copper in concentrate
    
    
    28,378
    
    
    
    27,952
    
    
    
    27,421
 31




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##### Table of Contents



Principal Raw Materials
 Overview
  Copper Concentrate
    Rock Phosphate
  Power
  Distribution, Logistics and Transport
  32




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##### Table of Contents



Sales and Marketing
     Market Share and Competition
   Our Zinc Business
 Overview
   
    
    benefiting from low-cost production available from its two hydrometallurgical zinc
smelters with capacity of 210,000 tpa each at Chanderiya commissioned in May 2005 and
December 2007, and expanded in April 2008 together with associated captive power plants at
Chanderiya;
    
    increasing the total zinc smelting production capacity;
 33




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##### Table of Contents




    
    increasing the percentage of concentrates being sourced from its Rampura Agucha mine as
compared to its other mines to lower its cost of obtaining zinc concentrate;
    
    continuing its initiatives to improve operational efficiencies at its existing
operations;
    
    reducing power costs;
    
    reducing the size of its workforce including through a voluntary retirement plan; and
    
    increasing productivity and upgrading existing technology.
  Principal Products
 Zinc
  Lead
  Sulphuric Acid
  Silver
  Our Production Process
  
 Lead-Zinc Mines
  34




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Zinc Smelters
   TM
 Lead Smelters
 TM TM
  TM
 Delivery to Customers
  35




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Principal Facilities
 Overview
  
  
  
  
 36




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Mines
 Rampura Agucha
             37




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##### Table of Contents



Rajpura Dariba
        38




---



##### Table of Contents



Zawar
  39




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40




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Summary of Mine Reserves
  Proven Reserve
    
    
    Probable Reserve
    
    
    Total Proven and Probable ReservesZinc
    
    
    Lead
    
    
    Silver
    
    
    
    
    
    
    Zinc
    
    
    Lead
    
    
    Silver
    
    
    
    
    
    
    Zinc
    
    
    Lead
    
    
    SilverMine
    
    Quantity
    
    
    Grade
    
    
    Grade
    
    
    Grade
    
    
    Quantity
    
    
    Grade
    
    
    Grade
    
    
    Grade
    
    
    Quantity
    
    
    Grade
    
    
    Grade
    
    
    Grade(million tons)
    
    
    (%)
    
    
    (%)
    
    
    (g/t Ag)
    
    
    (million tons)
    
    
    (%)
    
    
    (%)
    
    
    (g/t Ag)
    
    
    (million tons)
    
    
    (%)
    
    
    (%)
    
    
    (g/t Ag)Rampura Agucha
    
    
    9.2
    
    
    
    13.95
    
    
    
    2.28
    
    
    
    
    
    
    
    58.7
    
    
    
    13.27
    
    
    
    1.81
    
    
    
    56.0
    
    
    
    67.9
    
    
    
    13.36
    
    
    
    1.87
    
    
    
    48.4Rajpura Dariba
    
    
    3.6
    
    
    
    5.87
    
    
    
    1.33
    
    
    
    102.0
    
    
    
    3.8
    
    
    
    6.64
    
    
    
    1.79
    
    
    
    64.0
    
    
    
    7.4
    
    
    
    6.26
    
    
    
    1.56
    
    
    
    82.6Sindesar Khurd
    
    
    0.9
    
    
    
    5.87
    
    
    
    2.55
    
    
    
    166.0
    
    
    
    5.5
    
    
    
    5.23
    
    
    
    2.79
    
    
    
    140.0
    
    
    
    6.4
    
    
    
    5.32
    
    
    
    2.76
    
    
    
    143.5Zawar
    
    
    3.7
    
    
    
    4.00
    
    
    
    2.03
    
    
    
    
    
    
    
    3.5
    
    
    
    3.52
    
    
    
    2.06
    
    
    
    
    
    
    
    7.3
    
    
    
    3.77
    
    
    
    2.04
    
    
    
    0.0Total
    
    
    17.4
    
    
    
    9.74
    
    
    
    2.04
    
    
    
    29.3
    
    
    
    71.5
    
    
    
    11.82
    
    
    
    1.90
    
    
    
    60.2
    
    
    
    88.9
    
    
    
    11.41
    
    
    
    1.93
    
    
    
    54.1
 Smelters
 Overview
  CapacityFacility
    
    Zinc
    
    Lead
    
    Silver
    
    Sulphuric Acid
    
    Captive Power(tpa)
    
    
    
    
    
    (MW)Chanderiya
    
    
    525,000
    
    
    
    85,000
    
    
    
    150
    
    
    
    828,500
    
    
    
    248.5Debari
    
    
    88,000
    
    
    
    
    
    
    
    
    
    
    
    419,000
    
    
    
    14.5Vizag
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    91,000
    
    
    
    Zawar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86.0Total
    
    
    669,000
    
    
    
    85,000
    
    
    
    150
    
    
    
    1,338,500
    
    
    
    349.0
 Chanderiya
  
    
    An ISPTM pyrometallurgical lead-zinc smelter with a capacity of 105,000 tpa of
zinc and 35,000 tpa of lead that was commissioned in 1991;
    
    Two RLE hydrometallurgical zinc smelters with a capacity of 170,000 tpa each that were
commissioned in May 2005 and December 2007. Pursuant to the improvement in operational
efficiencies which was completed in April 2008, the zinc smelting capacity increased by
40,000 tpa to 210,000 tpa each;
    
    An AusmeltTM lead smelter with a capacity of 50,000 tpa that was commissioned
in February 2006;
    
    Associated 154 MW and 80 MW coal-based captive power plants commissioned in May 2005 and
April 2008, respectively;
    
    A 14.5 MW fuel based captive power plant transferred from Debari in March 2009 and
which was originally commissioned at Debari in March 2003;
    
    Two sulphuric acid plants with a total capacity of 828,500 tpa of sulphuric acid; and
    
    A silver refinery with a capacity of 150 tpa silver ingots.
  41




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Debari
  Vizag
  Haridwar
  Production Volumes
  Year Ended March 31,Facility
    
    Product
    
    2007
    
    2008
    
    2009(tons, except for silver which is in kgs)ChanderiyaISPTM pyrometallurgical lead-zinc smelter
    
    Zinc
    
    
    88,183
    
    
    
    86,080
    
    
    
    79,569Lead(2)
    
    
    16,630
    
    
    
    16,265
    
    
    
    18,938First hydrometallurgical zinc smelter(1)
    
    Zinc
    
    
    135,673
    
    
    
    165,391
    
    
    
    181,377Second hydrometallurgical zinc smelter
    
    Zinc
    
    
    
    
    
    
    42,070
    
    
    
    152,511AusmeltTMlead smelter
    
    Lead
    
    
    27,922
    
    
    
    41,982
    
    
    
    41,385Silver refinery
    
    Silver
    
    
    51,296
    
    
    
    80,405
    
    
    
    105,055Sulphuric acid plants
    
    Sulphuric acid
    
    
    413,222
    
    
    
    576,493
    
    
    
    611,871DebariHydrometallurgical zinc smelter
    
    Zinc
    
    
    74,353
    
    
    
    78,511
    
    
    
    85,191Sulphuric acid plant
    
    Sulphuric acid
    
    
    106,814
    
    
    
    105,485
    
    
    
    267,463VizagHydrometallurgical zinc smelter
    
    Zinc
    
    
    50,107
    
    
    
    54,271
    
    
    
    53,076Sulphuric acid plant
    
    Sulphuric acid
    
    
    71,405
    
    
    
    71,989
    
    
    
    74,935Total
    
    Zinc
    
    
    348,316
    
    
    
    426,323
    
    
    
    551,724Lead(2)
    
    
    44,552
    
    
    
    58,247
    
    
    
    60,323Silver
    
    
    51,296
    
    
    
    80,405
    
    
    
    105,055Sulphuric acid
    
    
    591,441
    
    
    
    753,966
    
    
    
    954,269
 
 Notes:(1)
    
    Includes production capitalized in fiscal 2008 of 1,154 tons.(2)
    
    Excludes lead containing a high content of silver (High Silver lead) produced from the
pyrometallurgical lead-zinc smelter for captive use, which was 5,634 tons, 5,319 tons and
5,009 tons in fiscal 2007, 2008 and 2009, respectively. 42




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##### Table of Contents



Year Ended March 31,Mine (Type of Mine)
    
    Product
    
    2007
    
    2008
    
    2009(tons, except percentages)Rampura Agucha (Open-pit)
    
    Ore mined
    
    
    3,748,840
    
    
    
    4,068,215
    
    
    
    4,953,110Ore grade  Zinc
    
    
    13.3
    %
    
    
    13.0
    %
    
    
    13.4
    %Lead
    
    
    2.0
    %
    
    
    1.9
    %
    
    
    1.9
    %Recovery   Zinc
    
    
    91.7
    %
    
    
    92.2
    %
    
    
    92.0
    %Lead
    
    
    60.4
    %
    
    
    61.2
    %
    
    
    60.6
    %Zinc concentrate
    
    
    851,089
    
    
    
    914,917
    
    
    
    1,114,048Lead concentrate
    
    
    69,905
    
    
    
    74,874
    
    
    
    92,151Rajpura
Dariba/Sindesar Khurd (Underground)
    
    Ore mined
    
    
    579,075
    
    
    
    813,249
    
    
    
    783,288Ore grade  Zinc
    
    
    5.1
    %
    
    
    4.9
    %
    
    
    5.8
    %Lead
    
    
    1.5
    %
    
    
    2.1
    %
    
    
    2.1
    %Recovery   Zinc
    
    
    80.6
    %
    
    
    81.4
    %
    
    
    81.8
    %Lead
    
    
    67.6
    %
    
    
    71.6
    %
    
    
    74.3
    %Zinc concentrate
    
    
    49,644
    
    
    
    66,235
    
    
    
    59,672Lead concentrate
    
    
    12,210
    
    
    
    23,706
    
    
    
    17,745Bulk
concentrate(1)
    
    
    
    
    
    
    
    
    
    
    8,687Zawar (Underground)
    
    Ore mined
    
    
    812,000
    
    
    
    901,635
    
    
    
    944,300Ore grade  Zinc
    
    
    3.5
    %
    
    
    3.7
    %
    
    
    3.8
    %Lead
    
    
    2.4
    %
    
    
    2.4
    %
    
    
    2.0
    %Recovery   Zinc
    
    
    88.7
    %
    
    
    89.0
    %
    
    
    89.4
    %Lead
    
    
    84.3
    %
    
    
    85.2
    %
    
    
    87.3
    %Zinc concentrate
    
    
    46,654
    
    
    
    54,676
    
    
    
    29,257Lead concentrate
    
    
    25,219
    
    
    
    27,175
    
    
    
    15,049Bulk
concentrate(1)
    
    
    
    
    
    
    
    
    
    
    29,924Total
    
    Ore mined
    
    
    5,139,915
    
    
    
    5,783,099
    
    
    
    6,680,698Zinc concentrate
    
    
    947,387
    
    
    
    1,035,828
    
    
    
    1,202,977Lead concentrate
    
    
    107,334
    
    
    
    125,755
    
    
    
    124,945Bulk
concentrate(1)
    
    
    
    
    
    
    
    
    
    
    38,611
 
 Note:(1)
    
    Bulk concentrate is concentrate that contains both zinc and
lead.


Principal Raw Materials




Zinc and Lead Concentrates




Power




43



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Metallurgical Coke
  Distribution, Logistics and Transport
  Sales and Marketing
    Projects and Developments
  
    
    Establishing two brownfield smelters which are expected to increase the production
capacities of zinc and lead by approximately 210,000 tons and 100,000 tons, respectively, at
HZLs Rajpura Dariba complex in the State of Rajasthan in Northwest India, and which are
expected to be completed by mid-2010;
    
    Expanding its ore production capacity at the Rampura Agucha mine from approximately 5.0
million tpa to 6.0 million tpa, which is scheduled for completion in
mid-2010, and at the Sindesar Khurd mine from approximately 0.3
million tpa to 1.5 million tpa, which is scheduled to be
progressively completed from mid-2010. The ramp portal connecting the
Sindesar Khurd mine surface to the ore body has been completed and
resources have been mobilized to achieve accelerated mine
development;
    
    Starting mining activity at the Kayar mine which is expected
to begin progressively
from mid-2010 and to have a
production capacity of 360,000 tpa;
    
    Setting up an associated captive thermal power plant with a capacity of 160 MW at Rajpura Dariba
which is expected to be completed by mid-2010; and
    
    Increasing its silver production from the current levels of
approximately 105 tpa to
approximately 500 tpa in large part from additional production at the Sindesar Khurd mine.
  44




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##### Table of Contents



Market Share and Competition
    Our Aluminum Business
 Overview
    Principal Products
 Primary Aluminum
  Rolled Products
  By-products
  45




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##### Table of Contents



Production Process
  
 *
    
    In response to recent global economic conditions and a decline in commodity prices, starting
in February 2009, BALCO suspended part of its operations at the 100,000 tpa aluminum smelter.
Operations at this aluminum smelter ceased on June 5, 2009. At this aluminum smelter, alumina
from the refinery was dissolved in an electrolytic bath in a large carbon or graphite lined
steel pot. An electric current was passed through it to produce aluminum metal using VSS
technology.
 Bauxite Mines
  Alumina Refinery
  Additional Supply of Alumina
  Aluminum Smelters
   Fabrication Facility
  Delivery to Customers
  46




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##### Table of Contents



Principal Facilities
 Overview
  
 * Operations partially suspended from February 2009
and ceased on June 5, 2009.
  
 47




---



##### Table of Contents



Bauxite Mines
 Chhattisgarh Mines
              48




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##### Table of Contents



Summary of Bauxite Mine Reserves
  Proven Reserves
    
    Probable Reserves
    
    Total Proven and Probable ReservesMine
    
    Quantity
    
    Oxide
    
    Quantity
    
    Oxide
    
    Quantity
    
    Oxide(million tons)
    
    (%)
    
    (million tons)
    
    (%)
    
    (million tons)
    
    (%)Mainpat
    
    
    3.5
    
    
    
    46.3
    
    
    
    
    
    
    
    
    
    
    
    3.5
    
    
    
    46.3Bodai-Daldali
    
    
    3.3
    
    
    
    46.4
    
    
    
    0.4
    
    
    
    46.0
    
    
    
    3.8
    
    
    
    46.3Total
    
    
    6.8
    
    
    
    46.3
    
    
    
    0.4
    
    
    
    46.0
    
    
    
    7.3
    
    
    
    46.3
 Korba Facility
 Overview
  CapacityFacility
    
    Alumina(1)
    
    Aluminum
    
    Captive Power(tpa)
    
    (MW)Korba
    
    
    200,000
    
    
    
    345,000(2)
    
    
    
    810
 
 Notes:(1)
    
    Alumina is used for production of aluminum. Approximately two tons of alumina is required for
the production of one ton of aluminum.(2)
    
    Includes 100,000 tpa of capacity from BALCOs older
aluminum smelter that uses VSS technology and which ceased operations
on June 5, 2009. Refinery
  Smelters
  49




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##### Table of Contents



Fabrication Facility
  Cast House
  Sheet Rolling Shop
  Captive Power Plants
  Production Volumes
  Year Ended March 31,Facility
    
    Product
    
    2007
    
    2008
    
    2009(tons)Korba
    
    Alumina(1)
    
    
    222,395
    
    
    
    217,185
    
    
    
    197,947Ingots
    
    
    182,921
    
    
    
    195,795
    
    
    
    172,263Rods
    
    
    72,981
    
    
    
    101,183
    
    
    
    127,120Rolled products
    
    
    57,287
    
    
    
    61,693
    
    
    
    57,399Total(2)
    
    
    
    
    313,189
    
    
    
    358,671
    
    
    
    356,782
 
 Notes:(1)
    
    Reflects alumina production. Alumina that is produced is used in production of aluminum and
rolled products. Additional alumina needed for production of aluminum is purchased from third
parties and not reflected in alumina production numbers. Approximately two tons of alumina is
required for the production of one ton of aluminum.(2)
    
    Reflects total of ingots, rods and rolled products.  Year Ended March 31,Mine (Type of Mine)
    
    Product
    
    2007
    
    2008
    
    2009(tons, except for percentages)Mainpat (Open-pit)
    
    Bauxite ore mined
    
    
    665,495
    
    
    
    628,925
    
    
    
    571,422Ore grade
    
    
    45.6
    %
    
    
    45.2
    %
    
    
    44.7
    %Bodai-Daldali (Open-pit)
    
    Bauxite ore mined
    
    
    331,950
    
    
    
    520,109
    
    
    
    300,250Ore grade
    
    
    50.0
    %
    
    
    49.5
    %
    
    
    49.1
    %Total
    
    
    
    
    997,445
    
    
    
    1,149,034
    
    
    
    871,672
 50




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##### Table of Contents



Principal Raw Materials
  Bauxite
  Alumina
  Power
  Water
  Carbon
   Caustic Soda
  51




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##### Table of Contents



Other Raw Materials
  Distribution, Logistics and Transport
  Sales and Marketing
     Projects and Developments
    Market Share and Competition
   52




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##### Table of Contents



Vedanta Aluminium
 Overview
   Projects and Developments
 Lanjigarh Alumina Refinery
  Rs. 34,372
million
   Jharsuguda Aluminum Smelter
 500,000 tpa Aluminum Smelter
  53




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##### Table of Contents



1,250,000 tpa Aluminum Smelter
  Our Commercial Power Generation Business
 Overview
   Our Experience with Captive Power Plants
   Fiscal Year Commissioned
    
    Capacity
    
    Location
    
    Fuel Used(MW)1988(1)
    
    
    270
    
    
    Korba
    
    Thermal coal1997
    
    
    24
    
    
    Tuticorin
    
    Liquid fuel2003
    
    
    14.5
    
    
    Debari
    
    Liquid fuel2003
    
    
    6
    
    
    Zawar
    
    Liquid fuel2003
    
    
    14.5
    
    
    Chanderiya
    (2)
    Liquid fuel2005
    
    
    22.5
    
    
    Tuticorin
    
    Liquid fuel2005
    
    
    154
    
    
    Chanderiya
    
    Thermal coal2006
    
    
    540
    
    
    Korba
    
    Thermal coal2007
    
    
    75(3)
    
    
    Lanjigarh
    
    Thermal coal2007
    
    
    107.2
    
    
    Gujarat and Karnataka
    
    Wind(4)2008
    
    
    80
    
    
    Chanderiya
    
    Thermal coal2009
    
    
    80
    
    
    Zawar
    
    Thermal Coal2009
    
    
    16
    
    
    Gujarat and Karnataka
    
    Wind(4)2009
    
    675(3)
    
    
    Jharsuguda
    
    Thermal Coal2,078.7
 
 Notes:(1)
    
    Commissioned by BALCO prior to our acquisition of BALCO in 2001.(2)
    
    Transferred from Debari to Chanderiya in March 2009.(3)
    
    Captive power plant of Vedanta Aluminium, our 29.5%-owned subsidiary that is 70.5%-owned and
controlled by Vedanta. The Lanjigarh captive power plant is expandable to 90 MW, subject to government approvals.(4)
    
    Our wind power plants are not for captive use. 54




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##### Table of Contents




    
    HZLs 160 MW coal-based captive power plant at the
Rajpura Dariba mines which is
currently under construction and which is expected to be commissioned in mid-2010.
    
    BALCOs 1,200 MW thermal coal-based captive power plant in the
State of Chhattisgarh which is expected to be completed by September 2011.
    
    Sterlite Energys 2,400 MW thermal coal-based  power plant in Jharsuguda in the
State of Orissa which is expected to be progressively commissioned
starting in the third quarter of fiscal 2010 and is expected to be completed by the second quarter of fiscal 2011.
  Our Plans for Commercial Power Generation
 Sterlite Energy  Orissa
    55




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##### Table of Contents



Sterlite Energy  Talwandi Sabo
  HZL  Wind Power Plants
  Other Opportunities in Power
   Risks in Commercial Power Business
  Exploration and Development Activities
   56




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##### Table of Contents



Options to Increase Interests in HZL and BALCO
 Call Options Over Shares in HZL
        57




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##### Table of Contents



Call Option Over Shares in BALCO
    
    
    the fair value of the shares on the exercise date, as determined by an independent
valuer; and
    
    the original sale price (Rs. 49.01 per share) ($0.96 per share) together with interest at
a rate of 14% per annum compounded half yearly from March 2, 2001 through the exercise date,
less all dividends received by the Government of India since March 2, 2001 through the
exercise date.
    Employees
  Company
    
    Location
    
    Primary Company Function
    
    Total EmployeesCopper
Sterlite Industries (India) Limited
    
    India
    
    Copper smelting and refining
    
    
    1,231Copper Mines of Tasmania Pty Ltd.
    
    Australia
    
    Copper mining
    
    
    98Zinc
Hindustan Zinc Limited
    
    India
    
    Zinc and lead production
    
    
    6,661AluminumBharat Aluminium Company Limited
    
    India
    
    Aluminum production
    
    
    5,310Power
Sterlite Energy Limited
    
    India
    
    Commercial power generation
    
    
    68
 58




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##### Table of Contents



Insurance
   Regulatory Matters
 Mining Laws
   59




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##### Table of Contents



Grant of a Mining Lease
    Protection of the Environment
  60




---



##### Table of Contents



Labor Conditions
  Royalties
   Environment Laws
   The Environment (Protection) Act, 1986 (EPA)
  The Environment Impact Assessment Notification No: 1533(E), 2006 (EIA Notification)
  Forest (Conservation) Act, 1980 (Forest Act)
  Hazardous Wastes (Management and Handling) Rules, 1989 (Hazardous Wastes Rules)
  61




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Water (Prevention and Control of Pollution) Act, 1974 (Water Act)
  Water (Prevention and Control of Pollution) Cess Act, 1977 (Water Cess Act)
  Air (Prevention and Control of Pollution) Act, 1981 (Air Act)
  Employment and Labor Laws
  The Industrial Disputes Act, 1947 (IDA)
  Contract Labor (Regulation and Abolition) Act, 1970 (CLRA)
   62




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##### Table of Contents



Employee State Insurance Act, 1948 (ESIA)
  Payment of Wages Act, 1936 (PWA)
  Minimum Wages Act, 1948 (MWA)
  Workmens Compensation Act, 1923 (WCA)
  Payment of Gratuity Act, 1972 (PGA)
   Payment of Bonus Act, 1965 (PBA)
  Employees Provident Funds and Miscellaneous Provisions Act, 1952 (EPFA)
  63




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##### Table of Contents



Other Laws
 Land Acquisition Act, 1894 (Land Acquisition Act)
  64




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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following discussion of our business, financial condition and results of operations should
be read in conjunction with our consolidated financial statements and the related notes included
elsewhere in this annual report. Some of the statements in the following discussion are
forward-looking statements that reflect our current views with respect to future events and
financial performance. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, such as those set forth under Item 3.
Key Information  D. Risk Factors and elsewhere in this annual report.
 Overview
  65




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
    
    the net sales for each of our business segments as a percentage of our net sales on a
consolidated basis;
    
    the operating income for each of our business segments as a percentage of our operating
income on a consolidated basis; and
    
    the segment profit, calculated by adjusting operating income for depreciation, depletion
and amortization, voluntary retirement scheme expenses, impairment of assets and guarantees,
impairment of investments and loans and gain on sale of real estate, as applicable, for each
of our business segments as a percentage of our segment profit on a consolidated basis.
 Year Ended March 31,2007
    
    2008
    
    2009Net Sales:Copper
    
    
    47.8
    %
    
    
    51.3
    %
    
    
    54.9
    %Zinc
    
    
    35.6
    
    
    
    31.7
    
    
    
    26.3Aluminum
    
    
    16.6
    
    
    
    16.9
    
    
    
    18.4Power(1)
    
    
    
    
    
    
    
    
    
    
    0.4Corporate and others(1)
    
    
    
    
    
    
    0.1
    
    
    
    Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating income:Copper
    
    
    18.4
    %
    
    
    14.7
    %
    
    
    25.0
    %Zinc
    
    
    67.3
    
    
    
    70.8
    
    
    
    59.5Aluminum
    
    
    14.3
    
    
    
    15.4
    
    
    
    15.1Power(1)
    
    
    
    
    
    
    
    
    
    
    0.4Corporate and others(1)
    
    
    
    
    
    
    (0.9)
    
    
    
    (0.0
    )Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Segment profit:(2)Copper
    
    
    17.9
    %
    
    
    15.2
    %
    
    
    25.0
    %Zinc
    
    
    66.1
    
    
    
    67.1
    
    
    
    55.3Aluminum
    
    
    16.0
    
    
    
    17.2
    
    
    
    17.8Power(1)
    
    
    
    
    
    
    
    
    
    
    1.6Corporate and others(1)
    
    
    
    
    
    
    0.5
    
    
    
    0.3Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 
 Notes:
 (1)
    
    The corporate and other segment includes the results from the power segment for the periods prior to the year ended March 31, 2009.(2)
    
    Segment profit is calculated by adjusting operating income for depreciation, depletion and
amortization, voluntary retirement scheme expenses, guarantees, impairment of investments and
loans and gain on sale of real estate, as applicable. Segment profit
is not a recognized measurement under US GAAP. Our segment profit may not be comparable to similarly titled
measures reported by other companies due to potential inconsistencies in the method of
calculation. We have included our segment profit because we believe it is an indicative
measure of our operating performance and is used by investors and analysts to evaluate
companies in our industry. Our segment profit should be considered in addition to, and not as
a substitute for, other measures of financial performance and liquidity reported in accordance
with US GAAP. We believe that the inclusion of supplementary adjustments applied in our
presentation of segment profit are appropriate because we believe it is a more indicative
measure of our baseline performance as it excludes certain charges that our management
considers to be outside of our core operating results. In addition, our segment profit is
among the primary indicators that our management uses as a basis for planning and forecasting
of future periods. The following table reconciles operating income to segment profit for the
periods presented: 66




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Year Ended March 31,2007
    
    
    2008
    
    
    2009
    
    
    2009Copper:Operating income
    
    Rs.
    17,235
    
    
    Rs.
    11,037
    
    
    Rs.
    10,557
    
    
    $
    207.5Plus:Depreciation, depletion and amortization
    
    
    1,440
    
    
    
    1,613
    
    
    
    2,017
    
    
    
    39.7Gain on sale of real estate
    
    
    (986
    )
    
    
    
    
    
    
    
    
    
    
    Segment profit
    
    Rs.
    17,689
    
    
    Rs.

    12,650
    
    
    Rs.

    12,574
    
    
    $
    247.2Zinc:Operating income
    
    Rs.
    62,908
    
    
    Rs.
    53,192
    
    
    Rs.
    25,148
    
    
    $
    494.4Plus:Depreciation, depletion and amortization
    
    
    2,124
    
    
    
    2,371
    
    
    
    2,629
    
    
    
    51.6Voluntary retirement scheme expenses
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    Segment profit
    
    Rs.
    65,129
    
    
    Rs.
    55,563
    
    
    Rs.
    27,777
    
    
    $
    546.0Aluminum:Operating income
    
    Rs.
    13,371
    
    
    Rs.

    11,581
    
    
    Rs.
    6,364
    
    
    $
    125.1Plus:Depreciation, depletion and amortization
    
    
    2,394
    
    
    
    2,663
    
    
    
    2,590
    
    
    
    50.9Segment profit
    
    Rs.
    15,765
    
    
    Rs.

    14,244
    
    
    Rs.

    8,954
    
    
    $
    176.0Power:(a)Operating income
    
    Rs.
    
    
    
    Rs.

    
    
    
    Rs.

    184
    
    
    $

    3.6Plus:Depreciation, depletion and amortization
    
    
    
    
    
    
    
    
    
    
    608
    
    
    
    12.0Segment profit
    
    Rs.
    
    
    
    Rs.
    
    
    
    Rs.
    792
    
    
    $
    15.6Corporate
and Others:(a)Operating income
    
    Rs.
    (3
    )
    
    Rs.
    (657
    )
    
    Rs.
    (6
    )
    
    $
    (0.1
    )Plus:Depreciation, depletion and amortization
    
    
    1
    
    
    
    413
    
    
    
    1
    
    
    
    (0.0
    )Guarantees, impairment of investments and loans
    
    
    
    
    
    
    628
    
    
    
    137
    
    
    
    2.7Segment profit
    
    Rs.
    (2
    )
    
    Rs.
    384
    
    
    Rs.
    132
    
    
    $
    2.6
 
 (a)
    
    The corporate and other segment includes the results from the
power segment for the periods prior to the year ended March 31,
2009. Business Summary
  
    
    Copper.Our wholly-owned copper business is principally one of custom smelting and
includes a smelter, refinery, phosphoric acid plant, sulphuric acid plant, a copper rod
plant, a doré anode plant and two captive power plants at Tuticorin in the State of Tamil Nadu in Southern India
and a refinery and two copper rod plants at Silvassa in Western India. In addition, we own
the Mt. Lyell copper mine in Tasmania, Australia, which provides a small percentage of our
copper concentrate requirements, and a precious metal refinery in
Fujairah in the UAE. Our primary products are copper cathodes and copper rods.
Net sales and operating income of our copper business have decreased from Rs. 126,276
million and Rs. 11,037 million in fiscal 2008 to
Rs. 116,525 million ($2,290.7 million) and
Rs. 10,557 million ($207.5 million) in fiscal 2009, representing decreases of 7.7% and 4.3%,
respectively.
    
    Zinc.Our zinc business is owned and operated by HZL, Indias leading zinc producer with a 79.0% market share
by production volume of the Indian zinc market in fiscal 2009,
according to ILZDA. We have a 64.9% ownership interest in HZL. The remainder of HZL is owned
by the Government of India (29.5%) and institutional and public shareholders (5.6%). HZL is
a fully integrated zinc producer with operations including four lead-zinc mines, three
hydrometallurgical zinc smelters, one lead smelter, one lead-zinc smelter, three sulphuric
acid plants, a silver refinery and five captive power plants in the State of Rajasthan in
Northwest India, one hydrometallurgical zinc smelter and a sulphuric acid plant in the state
of Andhra Pradesh in Southeast India, and a zinc ingot melting and casting plant at Haridwar
in the State of Uttarakhand in North India. HZLs primary products are zinc and lead ingots.
Net sales and operating income of our zinc business have decreased from Rs. 78,222 million
and Rs. 53,192 million in fiscal 2008 to Rs. 55,724 million ($1,095.4 million) and Rs. 25,148 million ($494.4 million) in fiscal 2009, representing decreases of 28.8% and 52.7%,
respectively.
    
    Aluminum.Our aluminum business is primarily owned and operated by BALCO. We have a 51.0%
ownership interest in BALCO. The remainder of BALCO is owned by the Government of India. We
have exercised our option to acquire the Government of Indias remaining 49.0% ownership
interest, though the exercise of this option has been contested by the Government of India
and the Government of India retains the right and has expressed an intention to sell 5.0% of
BALCO to BALCO employees. BALCOs operations include two bauxite mines, one alumina
refinery, two aluminum smelters, a fabrication facility and two captive power plants in the
State of Chhattisgarh in Central India. BALCOs primary products
are aluminum ingots, rods and rolled products. Net sales and operating income of our aluminum
business have decreased from Rs. 41,596 million and Rs. 11,581 million in fiscal 2008 to Rs. 39,170 million ($770.0 million)
and Rs. 6,364 million ($125.1 million) in fiscal 2009,
representing decreases of 5.8% and 45.1%, respectively.
 67




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
    
    Power.Our commercial power generation business segment is one that we are developing primarily through
our wholly-owned subsidiary, Sterlite Energy. Sterlite Energy is
building a 2,400 MW thermal coal-based power facility (comprising four units of 600 MW each) in
Jharsuguda in the State of Orissa. The project is expected to be progressively commissioned
starting in the third quarter of fiscal 2010, with full completion
anticipated by the second quarter of fiscal 2011. We have obtained coal block allocations of 112.2 million tons from the
Ministry of Coal of the Government of India to support this facility. Further, in July 2008, Sterlite Energy was awarded the
tender for a project to build a 1,980 MW thermal coal-based commercial power plant at Talwandi Sabo, in the
State of Punjab, India, by the Government of Punjab. The project is expected to be completed in
April 2013. Our commercial power generation business also includes the 123.2 MW of wind power
plants commissioned by our 64.9%-owned subsidiary HZL and any additional wind power plants that HZL
may commission as part of the 300 MW of wind power plants approved by HZLs board of directors.
Net sales and operating income in our commercial power generation business segment was Rs. 773
million ($15.2 million) and Rs. 184 million ($3.6 million), respectively, in fiscal 2009. Our power
business is still under development, and we expect to have meaningful operating results for our
commercial power generation business segment in fiscal 2010, when Sterlite Energys first power project is
expected to begin commissioning.
    
    Corporate and Others.Our corporate and other business segment primarily includes our
equity investment in Vedanta Aluminium. We hold a 29.5% minority interest in Vedanta
Aluminium, which is not consolidated into our financial results and which is accounted for
as an equity investment.
 Recent Developments
 Asarco Acquisition
      
    
    leveraging our operational and project execution skills to develop and optimize Asarcos
mines and plants;
    
    providing access to attractive mining assets with a long life;
    
    providing geographic diversification through entry into the North American market; and
    
    providing a stable operating and financial platform for Asarco.
  68




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Raising of Additional Capital
  Factors Affecting Results of Operations
  Metal Prices and Copper TcRc
 Overview
   
    
    A 25.1% decrease in the average realized TcRc in our copper business and a 22.4%
decrease in the daily average LME price of copper, which decreases were due to coppers
use in a broad range of industries adversely affected by the economic downturn, including
construction, electronic products, industrial machinery, transportation equipment and
consumer products, with construction and electronic products, being the most significant
drivers of copper consumption and the construction industry being one of the most
adversely affected industries.
    
    A 47.8% decrease in the daily average zinc LME price, which decrease was particularly
significant as the primary driver of zinc demand is the steel galvanizing market, which
has principal applications in the construction and automotive industries, two of the
industries most adversely affected by the recent global economic downturn.
    
    A 14.8% decrease in the daily average aluminum LME price, which decrease was, as with
copper and zinc, due to aluminums use being concentrated in industries adversely affected
by the global economic downturn, specifically construction, electricals, transport and
packaging. The daily average aluminum LME price would have likely decreased considerably
more than it did if it were not for continued strong demand from China.
   69




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Copper
  Year Ended March 31,2007
    
    2008
    
    2009(in US cents per pound)Copper TcRc
    
    
    31.1¢
    
    
    
    15.7¢
    
    
    
    11.7¢
  Year Ended March 31,2007
    
    2008
    
    2009(in US dollars per ton)Copper LME
    
    $
    6,984
    
    
    $
    7,588
    
    
    $
    5,885
 Zinc and Aluminum
  Year Ended March 31,2007
    
    2008
    
    2009(in US dollars per ton)Zinc LME
    
    $
    3,581
    
    
    $
    2,992
    
    
    $
    1,563Aluminum LME
    
    
    2,663
    
    
    
    2,620
    
    
    
    2,234
 India Market Premium
  Hedging
  Cost of Production
  70




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Year Ended March 31,2007
    
    2008
    
    2009(in US dollars per ton, except as indicated)Treatment charge and refining charge (TcRc):(1)
    
    
    31.1
    ¢/lb
    
    
    15.7
    ¢/lb
    
    
    11.7
    ¢/lbCost of production:(2)Copper smelting and refining(3)
    
    
    6.1
    ¢/lb
    
    
    1.8
    ¢/lb
    
    
    3.1
    ¢/lbZinc(4)
    
    $
    862
    
    
    $
    884
    
    
    $
    710Aluminum(5)
    
    
    1,626
    
    
    
    1,720
    
    
    
    1,700
 
 Notes:(1)
    
    Represents our average realized TcRc for the period.(2)
    
    Cost of production is not a recognized measure under US GAAP. We have included cost of
production as a measure of effectiveness because we believe it is an indicative measure of our
operating performance and is used by investors and analysts to evaluate companies in our
industry. Our computation of cost of production should be considered in addition to, and not
as a substitute for, other measures of financial performance and liquidity reported in
accordance with US GAAP. We believe that the cost of production measure is a meaningful
measure of our production cost efficiency as it is more indicative of our production or
conversion costs and is a measure that our management considers to be controllable. Cost of
production is a measure intended for monitoring the operating performance of our operations.
This measure is presented by other non-ferrous metal companies, though our measure may not be
comparable to similarly titled measures reported by other companies. Cost of production as
reported for our metal products consists of direct cash cost of production and excludes
non-cash cost and indirect cost (such as depreciation and interest payments), and are offset
for any amounts we receive upon the sale of the by-products from the refining or smelting
process. Cost of production is divided by the daily average exchange rate for the year
to calculate US dollar cost of production per lb or per ton of metal as reported. The
following table reconciles segment cost, calculated as segment sales less segment profit, to
cost of production for the periods presented: Year Ended March 31,2007
    
    
    2008
    
    
    2009(in millions, except Production output and Cost of production)Copper:Segment sales
    
    Rs.
    115,192
    
    
    Rs.
    126,276
    
    
    Rs.
    116,670Less:Segment profit
    
    
    (17,689
    )
    
    
    (12,650
    )
    
    
    (12,574
    )Segment cost
    
    
    97,503
    
    
    
    113,626
    
    
    
    104,096Less:Purchased concentrate/rock
    
    
    (91,489
    )
    
    
    (107,422
    )
    
    
    (95,478
    )By-product/free copper net sales
    
    
    (1,935
    )
    
    
    (4,283
    )
    
    
    (4,337
    )Cost for downstream products
    
    
    (938
    )
    
    
    (1,197
    )
    
    
    (1,613
    )Others, net
    
    
    (1,236
    )
    
    
    (195
    )
    
    
    (1,690
    )Total expenses
    
    Rs.
    1,905
    
    
    Rs.
    529
    
    
    Rs.
    979Production output (in tons)
    
    
    312,720
    
    
    
    339,294
    
    
    
    312,833Cost of production(a)
    
    
    6.1
    ¢/lb
    
    
    1.8
    ¢/lb
    
    
    3.1
    ¢/lb
 71




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##### Table of Contents



Year Ended March 31,2007
    
    
    2008
    
    
    2009(in millions, except Production output and Cost of production)Zinc:Segment sales
    
    Rs.
    85,963
    
    
    Rs.
    78,222
    
    
    Rs.
    55,724Less:Segment profit
    
    
    (65,129
    )
    
    
    (55,563
    )
    
    
    (27,777
    )Segment cost
    
    
    20,834
    
    
    
    22,659
    
    
    
    27,947Less:Cost of tolling including raw material cost
    
    
    (14
    )
    
    
    
    
    
    
    (409
    )Cost of intermediary product sold
    
    
    (2,487
    )
    
    
    (2,944
    )
    
    
    (1,301
    )By-product net sales
    
    
    (1,223
    )
    
    
    (2,637
    )
    
    
    (4,848
    )Cost of lead metal sold
    
    
    (1,463
    )
    
    
    (1,787
    )
    
    
    (2,079
    )Others, net
    
    
    (2,050
    )
    
    
    (118
    )
    
    
    (1,312
    )-Total expenses
    
    Rs.
    13,598
    
    
    Rs.
    15,173
    
    
    Rs.
    17,998Production output (in tons)
    
    
    348,316
    
    
    
    426,323
    
    
    
    551,724Cost of production(a)
    
    $
    862
    
    
    $
    884
    
    
    $
    710Aluminum:Segment sales
    
    Rs.
    41,002
    
    
    Rs.
    41,695
    
    
    Rs.
    39,336Less:Segment profit
    
    
    (15,765
    )
    
    
    (14,244
    )
    
    
    (8,954
    )Segment cost
    
    
    25,237
    
    
    
    27,451
    
    
    
    30,382Less:Cost of intermediary product sold
    
    
    (177
    )
    
    
    (118
    )
    
    
    By-product net sales
    
    
    (312
    )
    
    
    (367
    )
    
    
    (328
    )Cost for downstream products
    
    
    (1,323
    )
    
    
    (1,709
    )
    
    
    (1,966
    )Others, net
    
    
    (322
    )
    
    
    (181
    )
    
    
    (314
    )Total expenses
    
    Rs.
    23,103
    
    
    Rs.
    25,076
    
    
    Rs.
    27,774Production output (hot metal) (in tons)
    
    
    313,817
    
    
    
    362,296
    
    
    
    104,553Cost of production(a)
    
    $
    1,626
    
    
    $
    1,720
    
    
    $
    1,700
 
 (a)
    
    Exchange rates used in calculating cost of production were based on the daily RBI reference rates for the years ended March 31, 2007, 2008 and 2009 of
Rs. 45.29 per $1.00, Rs. 40.24 per $1.00, and Rs. 45.91 per $1.00, respectively.
 (3)
    
    Cost of production relates only to our custom smelting and refining operations and consists of the
cost of converting copper concentrate into copper cathodes, including
the cost of freight of copper anodes from Tuticorin
to Silvassa and excluding the benefit of the phosphoric acid plant. Revenues earned from the
sale of sulphuric acid and copper metal recovered in excess of paid copper metal are deducted
from the cash costs. The total cash costs are divided by the total number of pounds of copper
metal produced to calculate the cost of production per pound of copper metal produced.(4)
    
    Our zinc operations are fully integrated. As a result, cost
of production of zinc consists of the total direct cost of producing zinc from the mines and
smelters, including extracting ore from the mines, converting the ore into zinc concentrate and smelting to
produce zinc ingots. Our zinc segment includes lead and silver.
Silver is a by-product of lead and accordingly, there are no
additional processing costs for silver. Revenue earned from the sale of silver
is reported as profit in this segment. Revenue earned from the sale of sulphuric acid is deducted from the total costs to
calculate the total cash costs to HZL of producing zinc metal. Royalties paid are included in
the cost of production of zinc. The total cash cost is divided by the total number of tons of
zinc metal produced to calculate the cost of production per ton of
zinc metal produced. HZL's cost of production in the last month of fiscal 2009, or its exit cost of production for
fiscal 2009, was $594 per ton.(5)
    
    Cost of production of aluminum for BALCOs
smelters includes the cost of producing bauxite and
conversion of bauxite into aluminum metal, for the portion of BALCOs operations that are
integrated from production of bauxite to aluminum metal, and the cost of conversion of alumina
into aluminum metal, for the portion of BALCOs operations where alumina is sourced from third
parties. Cost of production of aluminum consists of total direct cash costs. Revenue earned
from the sale of by-products, such as vanadium, reduces the total cash costs. The total cost
is divided by the total quantity of hot metal produced to calculate the cost of production per
ton of aluminum hot metal produced. Hot metal production output is used instead of the cast
metal production output disclosed elsewhere in this annual report in calculating cost of
production as the hot metal production, which excludes the value-added cost of casting, is the
measure generally used in the aluminum metal industry for calculating
cost of production. In response to recent global economic conditions and a
decline in commodity prices, starting in February 2009, BALCO
suspended part of its operations at its 100,000 tpa aluminum smelter
and ceased operations at this smelter on June 5, 2009. As the
100,000 tpa aluminum smelter had a higher cost of production than the
newer (and remaining) 245,000 tpa smelter, and partly as a result of efforts by BALCO to
decrease its operating costs in response to the recent global
economic conditions, BALCOs exit cost of production for fiscal
2009 was $1,146 per ton. 72




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##### Table of Contents



Production Volume and Mix
  Year Ended March 31,Product
    
    2007
    
    
    2008
    
    
    2009(tons)Copper
    
    Copper cathode(1)
    
    
    312,720
    
    
    
    339,294
    
    
    
    312,833Copper rods
    
    
    177,882
    
    
    
    224,758
    
    
    
    219,879Zinc
    
    Zinc(2) (3)
    
    
    348,316
    
    
    
    426,323
    
    
    
    551,724Lead
    
    
    44,552
    
    
    
    58,247
    
    
    
    60,323Aluminum
    
    Ingots
    
    
    182,921
    
    
    
    195,795
    
    
    
    172,263Rods
    
    
    72,981
    
    
    
    101,183
    
    
    
    127,120Rolled Products
    
    
    57,287
    
    
    
    61,693
    
    
    
    57,399Total Aluminum
    
    
    313,189
    
    
    
    358,671
    
    
    
    356,782
 
 Notes:(1)
    
    Copper cathode is used as a starting material for copper rods. Approximately one ton of copper
cathode is required for the production of one ton of copper rods.(2)
    
    Includes production capitalized in fiscal 2008 of 1,154 tons.(3)
    
    Excludes tolled metal in fiscal 2007 of 251 tons.   Government Policy
 India Customs Duties
  January 22, 2007
    
    April 29, 2008 to
    
    January 3, 2009to April 28, 2008
    
    January 2, 2009
    
    to presentCopper
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %Copper concentrate
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    2.0
    %Zinc
    
    
    5.0
    %
    
    
    0.0
    %
    
    
    5.0
    %Aluminum
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %
 73




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##### Table of Contents



Export Incentives
   July 15, 2006 to Present(percentage of FOB value of exports)Copper cathode
    
    
    2.2
    %(1)Copper rods
    
    
    2.2
    %(2)
 
 Notes:(1)
    
    Subject to a cap of Rs. 7,500 per ton.(2)
    
    Subject to a cap of Rs. 7,760 per ton.  April 1, 2007
    
    October 9, 2007 to
    
    
    
    
    
    November 5, 2008to October 8, 2007
    
    November 3, 2008
    
    November 4, 2008
    
    to Present(percentage of FOB value of exports)Zinc concentrate
    
    
    5.0
    %
    
    
    3.0
    %
    
    
    2.0
    %
    
    
    3.0
    %Zinc ingots
    
    
    7.0
    %
    
    
    5.0
    %
    
    
    4.0
    %
    
    
    5.0
    %Lead concentrate
    
    
    5.0
    %
    
    
    3.0
    %
    
    
    3.0
    %
    
    
    3.0
    %
  April 1, 2007 to October 8, 2007
    
    October 9, 2007 to Present(percentage of FOB value of exports)Aluminum ingots
    
    
    5.0
    %
    
    
    3.0
    %Aluminum rods
    
    
    5.0
    %
    
    
    5.0
    %Aluminum rolled products
    
    
    6.0
    %
    
    
    4.0
    %
  74




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##### Table of Contents



Taxes and Royalties
       
    
    profits from newly established units in special economic zones are entitled to a tax
holiday for a specified period;
    
    profits from newly constructed power plants (including for captive use) benefit from a
tax holiday for a specified period;
    
    investments in projects where alternative energy such as wind energy is generated can
claim large tax depreciation in the first year of operations; and
    
    income from investment in mutual funds is exempt from a tax subject to certain
deductions.
  Exchange Rates
  75




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##### Table of Contents



Power Business
  Critical Accounting Estimates
  Mine Properties
      Useful Economic Lives of Assets and Impairment
  76




---



##### Table of Contents



Asset Retirement Obligations
  Commitments, Contingencies and Guarantees
  Income Tax
   77




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##### Table of Contents



Results of Operations
 Overview
 Consolidated Statement of Operations Data
  Year Ended March 31,2007
    
    
    2008
    
    
    2009Consolidated Statement of Operations Data:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Other operating revenues
    
    
    0.9
    
    
    
    1.1
    
    
    
    1.7Total revenue
    
    
    100.9
    
    
    
    101.1
    
    
    
    101.7Cost of sales
    
    
    (60.0
    )
    
    
    (66.9
    )
    
    
    (77.6
    )Selling and distribution expenses
    
    
    (1.4
    )
    
    
    (1.5
    )
    
    
    (1.8
    )General and administration expenses
    
    
    (1.1
    )
    
    
    (1.9
    )
    
    
    (2.4
    )Other income/(expenses):Gain on sale of real estate
    
    
    0.4
    
    
    
    
    
    
    
    Voluntary retirement scheme expenses
    
    
    (0.0
    )
    
    
    
    
    
    
    Guarantees, impairment of investments and loans
    
    
    
    
    
    
    (0.3
    )
    
    
    (0.1
    )Operating income
    
    
    38.8
    
    
    
    30.5
    
    
    
    19.8Interest and dividend income
    
    
    0.9
    
    
    
    2.7
    
    
    
    7.9Interest expense
    
    
    (1.8
    )
    
    
    (1.4
    )
    
    
    (3.2
    )Net realized and unrealized investment gains
    
    
    0.9
    
    
    
    1.8
    
    
    
    1.1Income before income taxes, minority interests and equity in net (loss)/income of associate
    
    
    38.8
    
    
    
    33.6
    
    
    
    25.6Income taxesCurrent
    
    
    (9.6
    )
    
    
    (7.5
    )
    
    
    (3.8
    )Deferred
    
    
    (0.8
    )
    
    
    (1.3
    )
    
    
    0.8Income after income taxes, before minority interests and equity in net (loss)/income of
associate
    
    
    28.4
    
    
    
    24.8
    
    
    
    22.6Minority interests
    
    
    (8.7
    )
    
    
    (7.7
    )
    
    
    (5.8
    )Equity in net (loss)/income of associate, net of taxes
    
    
    0.0
    
    
    
    0.2
    
    
    
    (2.8
    )Net income
    
    
    19.7
    %
    
    
    17.3
    %
    
    
    14.0
    %
 Net Sales by Geographic Location
  Year Ended March 31,2007
    
    
    2008
    
    
    2009(in millions, except percentages)% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    
    
    
    
    % ofNet Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net Sales
    
    
    Net SalesIndia
    
    Rs.
    114,222
    
    
    
    47.3
    %
    
    Rs.
    140,503
    
    
    
    57.0
    %
    
    Rs.
    140,330
    
    
    $
    2,758.6
    
    
    
    66.1
    %Far East(1)
    
    
    69,624
    
    
    
    28.9
    
    
    
    62,303
    
    
    
    25.3
    
    
    
    27,803
    
    
    
    546.6
    
    
    
    13.1Other(2)
    
    
    57,400
    
    
    
    23.8
    
    
    
    43,608
    
    
    
    17.7
    
    
    
    44,059
    
    
    
    866.1
    
    
    
    20.8Total
    
    Rs.
    241,246
    
    
    
    100.0
    %
    
    Rs.
    246,414
    
    
    
    100.0
    %
    
    Rs.
    212,192
    
    
    $
    4,171.3
    
    
    
    100.0
    %
 
 Notes:(1)
    
    Far East includes a number of countries, primarily China, South Korea, Singapore and
Thailand.(2)
    
    Other includes Kenya, Nigeria, Ethiopia, Algeria, Sudan, Morocco, Namibia, Egypt, Oman,
UAE, Turkey, Qatar, Saudi Arabia, Syria, Israel, Bangladesh, Sri Lanka, Pakistan, Belgium,
France, Germany, Italy, Jordan, the UK, The Netherlands, Luxembourg, Rotterdam, Spain, Sweden,
Switzerland, Australia, Cameroon, Malawi and Iran. 78




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##### Table of Contents



Customer Concentration
  
    
    the percentage of our net sales accounted for by our ten largest customers on a
consolidated basis; and
 
    
    for each of our three primary businesses, the percentage of the net sales of such
business accounted for by the ten largest customers of such business.
 Year Ended March 31,2007
    
    2008
    
    2009Consolidated
    
    
    22.2
    %
    
    
    26.5
    %
    
    
    32.4
    %Copper
    
    
    33.9
    
    
    
    16.8
    
    
    
    32.5Zinc
    
    
    47.0
    
    
    
    36.4
    
    
    
    23.6Aluminum
    
    
    39.9
    
    
    
    37.2
    
    
    
    44.6
  Comparison of Years Ended March 31, 2008 and March 31, 2009
 Net Sales, Other Operating Revenues and Operating Income
 Consolidated
    
    
    Cost of sales decreased slightly from Rs. 164,869 million in fiscal 2008 to Rs.
164,566 million ($3,235.1 million) in fiscal 2009, a decrease of Rs. 303 million, or 0.2%.
Cost of sales decreased primarily due to a reduction in global commodity and crude prices,
lower input prices and lower production volumes in our copper and aluminum business, which
was partly offset by higher realization from the sale of by-products in our zinc business.
Cost of sales as a percentage of net sales increased from 66.9% in
fiscal 2008 to 77.6% in
fiscal 2009 primarily due to the significant decrease in net sales, due in significant
part to lower daily average copper, zinc and aluminum LME prices in fiscal 2009, as
compared to only a slight decrease in the cost of sales.
    
    Selling and distribution expenses increased slightly from Rs. 3,808 million in fiscal
2008 to Rs. 3,847 million ($75.6 million) in fiscal 2009, an increase of Rs. 39 million,
or 1.0%. This increase was due to increased sales volumes in our zinc business as some of
the selling and distribution expenses are proportional to the sales volume. As a
percentage of net sales, however, selling and distribution expenses increased from 1.5% in
fiscal 2008 to 1.8% in fiscal 2009.
    
    General and administrative expenses increased from Rs. 4,572 million in fiscal 2008
to Rs. 5,078 million ($99.8 million) in fiscal 2009, an increase of Rs. 506 million, or
11.1%, primarily as a result of an increase in exploration and technical consultancy costs
at HZL and an increase in salaries and other general costs as a result of expansion of our
business. As a percentage of net sales, general and administrative expenses increased from
1.9% in fiscal 2008 to 2.4% in fiscal 2009. These expenses increased primarily in our zinc and aluminum business as a result of an increase in
capacities and the scale of our operations.
 79




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##### Table of Contents




    
    Pursuant to the approval of the Board for Industrial and Financial Reconstruction, or
BIFR, for the rehabilitation scheme of India Foils Limited, or IFL, in fiscal 2009, we were allotted preference
shares of IFL amounting to Rs. 1,520 million in payment of the net loans and guarantees
aggregating to Rs. 1,549 million that were devolved on us in fiscal 2009. Thereafter,
in November 2008, we sold the preference shares for a nominal value and incurred a loss of
Rs. 1,520 million ($29.9 million). Other expenses for guarantees, impairment of
investments and loans in fiscal 2009 represent the difference of Rs. 137 million between
the loss of Rs. 1,520 million on the sale of the preference shares, an additional charge
of Rs. 29 million and the write-back of the provision of Rs. 1,412 million made
previously. In fiscal 2008, other expenses for guarantees, impairment of investments and
loans was Rs. 628 million, due to provisions made for corporate guarantees provided to
banks and financial institutions.
    
    Depreciation, depletion and amortization increased from Rs. 7,060 million in fiscal
2008 to Rs. 7,845 million ($154.2 million) in fiscal 2009, an increase of Rs. 785 million,
or 11.1%. This increase related primarily to the capitalization of our expanded capacities
in our zinc and aluminum businesses.
 Copper
  
    
    Copper cathode production decreased from 339,294 tons in fiscal 2008 to 312,833 tons
in fiscal 2009, a decrease of 7.8%. This decrease was primarily due to the planned
bi-annual plant maintenance shut down for 26 days in May and June 2008 and stabilization
issues faced during the post shut down ramp up. In fiscal 2009 we
recognized Rs. 491 million in amounts due to us from an insurance policy covering loss of profit on account
of an unplanned 34-day interruption in production between November and December 2008 due to damage to the cooling tower at our Tuticorin
facility, which covered a substantial portion of our estimated losses. Copper cathode sales decreased from 112,410 tons in fiscal
2008 to 92,163 tons
in fiscal 2009, a decrease of 18.0%, due to lower production.
    
    Production of copper rods decreased from 224,758 tons in fiscal 2008 to 219,879 tons
in fiscal 2009, a decrease of 2.2%, due to the planned bi-annual plant maintenance shut
down for 26 days in May and June 2008. Copper rod sales decreased from 224,662 tons in
fiscal 2008 to 220,409 tons in fiscal 2009, a decrease of 1.9%. The decrease in sales was
due to the decrease in production.
    
    Sales of copper in the Indian market increased from 157,037 tons in fiscal 2008 to
198,457 tons in fiscal 2009, an increase of 26.4%, and our exports decreased from 180,035
tons in fiscal 2008 to 114,115 tons in fiscal 2009, a decrease of 36.6%. We endeavor to
sell as large a quantity of our products as possible domestically, where we receive an
Indian market premium. Our domestic sales as a percentage of total sales increased from
46.6% in fiscal 2008 to 63.5% in fiscal 2009 as the demand in the domestic market
increased while our production volume decreased.
    
    The daily average copper cash settlement price on the LME decreased from $7,588 per
ton in fiscal 2008 to $5,885 per ton in fiscal 2009, a decrease of 22.4%.
  
    
    TcRc rates decreased from an average of 15.7¢/lb realized in fiscal 2008 as compared
to an average of 11.7¢/lb realized in fiscal 2009 as a result of a global weakening of the
TcRc market resulting in a significant decrease in the market TcRc rate.
    
    Cost of production, which consists of cost of smelting and refining costs, increased
significantly from 1.8¢/lb in fiscal 2008 to 3.1¢/lb in fiscal 2009, primarily due to
lower realization on the sale of sulphuric acid by-product.
    
    Lower copper LME prices contributed to decreased profitability of our mining
operations.
 80




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##### Table of Contents



Zinc
  
    
    Zinc ingot production increased from 426,323 tons in fiscal 2008 to 551,724 tons in
fiscal 2009, an increase of 29.4%, as a result of increased production from HZLs second
210,000 tpa hydrometallurgical zinc smelter at Chanderiya that was commissioned in
December 2007. The second hydrometallurgical zinc smelter at Chanderiya produced 103,980
tons of zinc ingots in fiscal 2009 as compared to 42,071 tons in fiscal 2008 as production
from the smelter was ramped up. Zinc ingot sales increased from 425,531 tons in fiscal
2008 to 552,328 tons in fiscal 2009, an increase of 29.8%, enabled by the higher
production.
    
    Zinc ingot sales in the domestic market decreased from 337,672 tons in fiscal 2008
to 331,704 tons in fiscal 2009, a decrease of 1.8%, primarily due to a significant decrease
in the production and sales of galvanized plain and corrugated sheets. There was a net
decrease of 9.9% in production and 6.7% in sales in galvanized iron in fiscal 2009 as
compared to fiscal 2008. The color coated industrys performance decreased 24% in fiscal
2009 as compared to fiscal 2008. Indian galvanized plain and corrugated sheets exports to
the United States and Europe accounted for approximately 60% of total Indian galvanized
plain and corrugated sheets exports. As a result of the global economic downturn, the
automobile, housing and consumer durables sectors in Europe and the United States were
severely affected and the export oriented demand of Indian galvanized plain and corrugated
sheets was reduced substantially, resulting in a fall of galvanized plain and corrugated
sheet production and, as a result, a reduction in the demand for zinc. Our domestic sales
as a percentage of total sales decreased from 79.4% in fiscal 2008 to 60.1% in fiscal 2009
as the demand in the domestic market decreased. Export sales increased from 87,860 tons of
zinc in fiscal 2008 to 220,627 tons of zinc in fiscal 2009, an increase of 151%, as a
result of the reduction in domestic demand which left more zinc available for export. The
zinc markets in the Middle East, South East Asia and Far East Asia were also further
developed. HZLs LME registration also increased the marketability of our zinc products.
    
    The daily average zinc cash settlement price on the LME decreased from $2,992 per ton
in fiscal 2008 to $1,563 per ton in fiscal 2009, a decrease of 47.8%.
    
    We also sold surplus zinc concentrate of 231,797 dmt in fiscal 2008 and 76,261 dmt in
fiscal 2009 to third parties, a decrease of 67.1%. The decrease was due to increased
internal consumption of zinc concentrate with the commissioning of our second
hydrometallurgical zinc smelter at Chanderiya in December 2007. We sold surplus lead
concentrate of 65,418 dmt in fiscal 2008 and 56,487 dmt in fiscal 2009 to third parties, a
decrease of 13.7%, due to the improved production of lead through ISPTM at the
pyrometallurgical smelter which involved higher consumption of lead to produce metal with
a higher concentration of lead in fiscal 2009.
    
    Lead ingot production increased from 58,247 tons in fiscal 2008 to 60,323 tons in
fiscal 2009, an increase of 3.6%, as a result of improved production of lead from the
pyrometallurgical process. Lead ingot sales increased from 58,298 tons in fiscal 2008 to
60,564 tons in fiscal 2009, an increase of 3.9%, enabled by the increase in production.
    
    Silver ingot production increased from 80,405 kg in fiscal 2008 to 105,555 kg in
fiscal 2009, an increase of 30.7%, with silver ingot sales at similar levels to
production. Combined with a 5.1% decrease in the average silver
London Bullion Metal Association, or LBMA, price in fiscal 2009 as
compared to fiscal 2008, net sales from the sale of silver ingots
increased from Rs. 1,583 million in fiscal 2008 to Rs. 2,099 million ($41.3 million) in fiscal 2009, an
increase of 32.6%.
    
    The daily average lead cash settlement price on the LME decreased from $2,875 per ton
in fiscal 2008 to $1,660 per ton in fiscal 2009, a decrease of 42.3%.
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Aluminum
  
    
    Aluminum production decreased slightly by 0.5%, from 358,671 tons in fiscal 2008 to
356,782 tons in fiscal 2009. Our new Korba smelter of 245,000 tpa capacity increased
production from 249,392 tons in fiscal 2008 to 250,499 tons in fiscal 2009, which was
fully offset by the decrease in the existing smelter production from 109,279 tons in
fiscal 2008 to 106,283 tons in fiscal 2009, primarily due to the
planned permanent shutdown of 204 out of 408
pots at the old Korba smelter in February and March 2009 due to the smelters higher cost
of production.The export of power in fiscal 2009 increased to 320 million units from 194
million units in fiscal 2008, due to the sale of surplus power from captive power plants
during the period that the old Korba smelter was partially shut down.
    
    Aluminum sales decreased from 358,328 tons in fiscal 2008 to 356,512 tons in fiscal
2009, a decrease of 0.5%. Sales of aluminum ingots decreased from 195,785 tons in fiscal
2008 to 172,173 tons in fiscal 2009, a decrease of 12.1%, as a result of the partial shut
down of the old Korba smelter in the fourth quarter of fiscal 2009 due to higher
operational costs. Wire rod sales increased from 101,316 tons in fiscal 2008 to 127,019
tons in fiscal 2009, an increase of 25.4%, as a result of increased production due to the
addition of a wire rod mill at the new Korba smelter and increased demand for this
product, particularly in the electrical sector, and reflects our continued focus on the
sale of value-added products. Rolled product sales decreased from 61,693 tons in fiscal
2008 to 57,399 tons in fiscal 2009, a decrease of 7.0%, primarily due to decreased demand
in the construction and transport sector.
    
    Aluminum sales in the domestic market increased from 265,839 tons in fiscal 2008 to
289,991 tons in fiscal 2009, an increase of 9.1%, as a result of increased demand in the
electrical sector. Our aluminum exports decreased from 92,489 tons in fiscal 2008 to
66,523 tons in fiscal 2009, a decrease of 28.1%, as a result of lower premiums globally
and higher demand in the domestic market. We endeavor to sell as large a quantity of our
products as possible domestically, where we receive an Indian market premium. Our domestic
sales as a percentage of total sales increased from 74.2% in fiscal 2008 to 81.3% in
fiscal 2009 as the demand in the domestic market increased while our production volume
decreased slightly.
    
    The daily average aluminum cash settlement price on the LME declined from $2,620 per
ton in fiscal 2008 to $2,234 per ton in fiscal 2009, a decrease of 14.8%.
  Power
  Corporate and Others
  Interest and Dividend Income
  Interest Expense
  82




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Net Realized and Unrealized Investment Gains
  Income Taxes
  Minority Interests
  Equity in Net (Loss)/Income of Associate, Net of Tax
  Comparison of Years Ended March 31, 2007 and March 31, 2008
 Net Sales, Other Operating Revenues and Operating Income
 Consolidated
    
    
    Cost of sales increased from Rs. 144,798 million in fiscal 2007 to Rs. 164,869
million in fiscal 2008, an increase of Rs. 20,071 million, or 13.9%. Cost of sales
increased primarily due to increases in production volumes across all our businesses and
higher cost of purchased copper concentrate, resulting from higher daily average copper
LME prices. The increases in production volume were primarily due to a capacity expansion
at our Tuticorin facility in our copper business, our new Korba smelter in our aluminum
business and our second new hydrometallurgical zinc smelter at Chanderiya in our zinc
business. Cost of sales as a percentage of net sales increased from 60.0% in fiscal 2007
to 66.9% in fiscal 2008, primarily due to higher commodity prices relative to the costs of
production.
    
    Selling and distribution expenses increased from Rs. 3,444 million in fiscal 2007 to
Rs. 3,808 million in fiscal 2008, an increase of Rs. 364 million, or 10.6%. This increase
was due to increased sales volumes across all our businesses as most of
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the selling and distribution expenses are proportional to the sales volume. As a percentage
of net sales, however, selling and distribution expenses increased marginally from 1.4% in
fiscal 2007 to 1.5% in fiscal 2008.
    
    General and administrative expenses increased from Rs. 2,633 million in fiscal 2007
to Rs. 4,572 million in fiscal 2008, an increase of Rs. 1,939 million, or 73.6%, primarily
as a result of an increase in exploration and technical consultancy costs at HZL and an
increase in salaries and other general costs as a result of expansion of our business. As
a percentage of net sales, general and administrative expenses increased from 1.1% in
fiscal 2007 to 1.9% in fiscal 2008. These expenses increased primarily in our zinc and
aluminum business as a result of an increase in capacities and scale of operations.
    
    We did not have a gain on sale of real estate in fiscal 2008, compared to Rs. 986
million in fiscal 2007 from the sale of property in Mumbai comprising land and building
for an amount of Rs. 1,000 million.
    
    We did not incur any voluntary retirement scheme expenses in fiscal 2008, compared to
Rs. 97 million in fiscal 2007.
    
    We incurred guarantees, impairment of investments and loans in fiscal 2008 of Rs. 628
million, compared to nil in fiscal 2007. This was due to provisions made for corporate
guarantees provided to banks and financial institutions.
    
    Depreciation, depletion and amortization increased from Rs. 5,959 million in fiscal
2007 to Rs. 7,060 million in fiscal 2008, an increase of Rs. 1,101 million, or 18.5%. This
increase related primarily to the capitalization of our expanded capacities in our copper,
zinc, aluminum and wind power businesses.
 Copper
  
    
    Copper cathode production increased from 312,720 tons in fiscal 2007 to 339,294 tons
in fiscal 2008, an increase of 8.5%, enabled by a capacity expansion at our Tuticorin
facility which increased the anode and cathode capacities to 400,000 tpa in November 2006.
Copper cathode sales decreased from 133,402 tons in fiscal 2007 to 112,411 tons in fiscal
2008, a decrease of 15.7%, as we converted a higher percentage of our copper cathode
production into copper rods in fiscal 2008 as compared to fiscal 2007.
    
    Production of copper rods increased from 177,882 tons in fiscal 2007 to 224,758 tons
in fiscal 2008, an increase of 26.4%. This increase in production was enabled by the
increase in rod plant capacity at Tuticorin in the second half of fiscal 2007. Copper rod
sales increased from 177,746 tons in fiscal 2007 to 224,662 tons in fiscal 2008, an
increase of 26.4%. The increase in sales was due to the increase in production.
    
    Sales of copper in the Indian market increased from 116,522 tons in fiscal 2007 to
157,037 tons in fiscal 2008, an increase of 34.8%, and our exports decreased from 194,626
tons in fiscal 2007 to 180,035 tons in fiscal 2008, a decrease of 7.5%. We endeavor to
sell as large a quantity of our products as possible domestically, where we receive an
Indian market premium. Our domestic sales as a percentage of total sales increased from
37.5% in fiscal 2007 to 46.6% in fiscal 2008 as the demand in the domestic market
increased more rapidly than our production volume growth.
    
    The daily average copper cash settlement price on the LME increased from $6,984 per
ton in fiscal 2007 to $7,588 per ton in fiscal 2008, an increase of 8.6%.
  
    
    TcRc rates decreased from an average of 31.1¢/lb realized in fiscal 2007 to an
average of 15.7¢/lb realized in fiscal 2008 as a result of a global weakening of the TcRc
market resulting in a significant decrease in the market TcRc rate.
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
    
    Cost of production, which consists of cost of smelting and refining costs, was
reduced significantly from 6.1¢/lb in fiscal 2007 to 1.8¢/lb in fiscal 2008, primarily due
to improved copper recovery, improved by-product management and higher realization on the
sale of sulphuric acid by-product.
    
    Higher copper LME prices contributed to increased profitability of our mining
operations, which was partially offset by slightly reduced production at our sole
remaining copper mine, Mt. Lyell.
    
    We earned a profit of Rs. 986 million in fiscal 2007 from the sale of real estate in
Mumbai, with no such profit in fiscal 2008.
 Zinc
  
    
    Zinc ingot production increased from 348,316 tons in fiscal 2007 to 426,323 tons in
fiscal 2008, an increase of 22.4%, as a result of the contribution of a full years
production from our first hydrometallurgical zinc smelter at Chanderiya and the
contribution from our second hydrometallurgical zinc smelter at Chanderiya which was
commissioned in December 2007, in addition to marginal increases in production from other
smelters. Zinc ingot sales increased from 349,615 tons in fiscal 2007 to 425,531 tons in
fiscal 2008, an increase of 21.7%, enabled by higher production.
    
    Zinc ingot sales in the domestic market increased from 204,286 tons in fiscal 2007 to
337,672 tons in fiscal 2008, an increase of 65.3%. We endeavor to sell as large a quantity
of our products as possible domestically, where we receive an Indian market premium. Our
domestic sales as a percentage of total sales increased from 58.4% in fiscal 2007 to 79.4%
in fiscal 2008 as the demand in the domestic market increased more rapidly than our
production volume growth.
    
    The daily average zinc cash settlement price on the LME decreased from $3,581 per ton
in fiscal 2007 to $2,992 per ton in fiscal 2008, a decrease of 16.4%.
    
    We also sold surplus zinc concentrate of 254,249 dmt in fiscal 2007 and 231,797 dmt
in fiscal 2008 to third parties, a decrease of 8.8%. The decrease was due to increased
internal consumption of zinc concentrate with the commissioning of our second
hydrometallurgical zinc smelter at Chanderiya in December 2007. We sold surplus lead
concentrate of 59,050 dmt in fiscal 2007 and 65,418 dmt in fiscal 2008 to third parties,
an increase of 10.8%, which was enabled by higher mining output in fiscal 2008.
    
    Lead ingot production increased from 44,552 tons in fiscal 2007 to 58,247 tons in
fiscal 2008, an increase of 30.7%, as a result of increased production from the AusmeltTM
plant. Lead ingot sales increased from 44,916 tons in fiscal 2007 to 58,298 tons in fiscal
2008, an increase of 29.8%.
    
    Silver ingot production increased from 51,296 kg in fiscal 2007 to 80,405 kg in fiscal 2008,
an increase of 56.7%, with silver ingot sales at similar levels to production. Combined with a 16.1% increase
in the average silver LBMA price in fiscal 2008 as compared to fiscal 2007, net sales from the sale of
silver ingots increased from Rs. 920 million in fiscal 2007 to Rs. 1,583 million in fiscal 2008, an
increase of 72.1%.
    
    The daily average lead cash settlement price on the LME increased from $1,426 per ton
in fiscal 2007 to $2,875 per ton in fiscal 2008, an increase of 101.6%.
  Aluminum
  85




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
    
    Aluminum production increased from 313,189 tons in fiscal 2007 to 358,671 tons in
fiscal 2008, an increase of 14.5%, as our new Korba smelter of 245,000 tpa capacity
increased production from 207,643 tons in fiscal 2007 to 249,392 tons in fiscal 2008. The
existing smelter production increased from 105,546 tons in fiscal 2007 to 109,279 tons in
fiscal 2008, an increase of 3.5%, primarily due to improvements in operational efficiency.
Due to higher production volume from the new smelter, wheeling income from the sale of
surplus power was reduced in fiscal 2008 as compared to fiscal 2007.
    
    Aluminum sales increased from 315,002 tons in fiscal 2007 to 358,328 tons in fiscal
2008, an increase of 13.8%. Sales of aluminum ingots increased from 184,482 tons in fiscal
2007 to 195,785 tons in fiscal 2008, an increase of 6.1%, as production from the new Korba
smelter was primarily sold in ingot form. Wire rod sales increased from 72,948 tons in
fiscal 2007 to 101,316 tons in fiscal 2008, an increase of 38.9% as a result of increased
production due to the addition of two wire rod mills at the new Korba smelter. Rolled
product sales increased from 57,572 tons in fiscal 2007 to 61,227 tons in fiscal 2008, an
increase of 6.3%. The increases in sales of wire rods and rolled products reflect
increased demand for these products, particularly in the electrical and construction
sectors, and our continued focus on the sale of value-added products.
    
    Aluminum sales in the domestic market increased from 224,163 tons in fiscal 2007 to
265,839 tons in fiscal 2008, an increase of 18.6%, as a result of increased production.
Our aluminum exports increased from 90,839 tons in fiscal 2007 to 92,489 tons in fiscal
2008. We endeavor to sell as large a quantity of our products as possible domestically,
where we receive an Indian market premium. Our domestic sales as a percentage of total
sales increased from 71.2% in fiscal 2007 to 74.2% in fiscal 2008 as the demand in the
domestic market increased more rapidly than our production volume growth.
    
    The daily average aluminum cash settlement price on the LME declined marginally from
$2,663 per ton in fiscal 2007 to $2,620 per ton in fiscal 2008, a decrease of 1.6%.
  Power
  Corporate and Others
  Interest and Dividend Income
  Interest Expense
  Net Realized and Unrealized Investment Gains
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Income Taxes
  Minority Interests
  Equity in Net (Loss)/Income of Associate, Net of Taxes
  Income from Divested Business, Net of Tax
  Liquidity and Capital Resources
 Liquidity
  Capital Requirements
  
    
    capital expenditures, towards expansion of capacities in existing businesses including
modernization of facilities;
    
    the establishment of our planned commercial power generation business;
    
    consolidation of our ownership in our various subsidiaries; and
    
    acquisitions of complementary businesses that we determine to be attractive
opportunities, including Asarco.
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88




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Capital Resources
  Net Cash Provided by or Used in Operating Activities
  Net Cash Used in Investing Activities
   Net Cash Provided by or Used in Financing Activities
 net
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Outstanding Loans
  Working Capital Loans
  Foreign Currency Loans
  .
  90




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Term Loans


Buyers Credit






Non-Convertible Debentures




pari passu


Principal loans entered into by us and our subsidiaries after March 31, 2009





    
    On June 29, 2009, Sterlite Energy obtained an Indian Rupee term loan facility from a
syndicate of banks, with SBI acting as facility agent, of Rs. 55,690 million ($1,094.8 million), to
finance the cost of building a 2,400 MW thermal coal-based power
facility at Jharsuguda in the State of Orissa at an interest
rate of 11.5% per annum until June 28, 2010. Thereafter, the interest rate will be reset on
a yearly basis to a rate that is 25 basis points below the State Bank of India Benchmark
Advance Rate. The facility is secured by, among other things, a first charge over the
movable and immovable properties and tangible or intangible assets of Sterlite Energy as
well as charges over certain of its bank accounts. The loan is repayable in 48 quarterly
installments beginning on a date falling six months after the date of commercial operation
of the last unit of the power facility. As of June 30, 2009, Sterlite Energy has not drawn
down on the loan. All amounts drawn down by Sterlite Energy under the loan facilities granted by IDBI and SBI on
September 2008 and January 2009, respectively, will be deemed to be a draw down under this loan
facility from the initial draw down date of this facility.



    
    On June 29, 2009, Sterlite Energy entered into US dollar denominated secured term loan
facility of $140.0 million (Rs. 7,121.8 million) with India
Infrastructure Finance Company (UK) Limited as lender and SBI as facility agent to finance the costs of purchasing
machinery and equipment from overseas supplied in connection with the building of its 2,400
MW thermal coal-based power facility in Jharsuguda in the State of Orissa. The rate of
interest payable under this facility is six-month LIBOR plus 5.35% per annum to be reset
semi-annually. 60% of the loan is repayable in 48 quarterly installments beginning on a date falling six months
after the date of commercial operation of the last unit of the power facility, 36% of the loan
amount is repayable at the end of 12 years from June 29, 2009 in a single installment and the
balance 4% of the outstanding loan is repayable in eight quarterly installments commencing from
December 2022. The facility is secured by, among other things, a first charge over the movable
and immovable properties and tangible or intangible assets of Sterlite Energy as well as
charges over certain of its bank accounts. As of June 30, 2009, Sterlite Energy has not
drawn down on the loan.  91




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Export Obligations
  Guarantees
  
    
    Guarantees on the issuance of customs and excise duty bonds amounting to Rs. 879 million
($17.3 million) for import of goods including capital equipment at concessional rates of
duty. We do not anticipate any liability on these guarantees.
    
    Corporate guarantee of Rs. 21,000 million ($412.8 million) on behalf of Vedanta Aluminium
for obtaining credit facilities. We also issued corporate guarantees totaling of Rs. 14,704
million ($289.1 million) for importing capital equipment at concessional rates of duty under
the Export Promotion Capital Goods Scheme enacted by the Government of India and Rs. 134
million ($2.6 million) for raw material imports. Vedanta Aluminium is obligated to export
goods worth eight times the value of concessions enjoyed in a period of eight years
following the date of import, failing which we will be liable to pay the dues to the
Government of India. As of March 31, 2009, we determined that we have no liability on either
of these corporate guarantees.
    
    Bank guarantee of AUD 5.0 million (Rs. 175 million or $3.4 million) in favor of the
Ministry for Economic Development, Energy and Resources of Australia as a security against
rehabilitation liability on behalf of CMT. This guarantee is backed up by the issuance of a
corporate guarantee of Rs. 320 million ($6.3 million). These liabilities are fully
recognized in the consolidated financial statements. We do not
anticipate any additional liability on
this guarantee.
    
    Bank indemnity guarantees amounting to AUD 2.9 million (Rs. 100 million or $2.0 million)
in favor of the State Government of Queensland, Australia, as a security against
rehabilitation liabilities that are expected to occur at the closure of the mine. The
environmental liability has been fully recognized in our consolidated financial statements.
We do not anticipate any additional liability on these guarantees.
    
    Performance bank guarantees amounting to Rs. 2,809 million ($55.2 million). These
guarantees are issued in the normal course of business while bidding for supply contracts or
in lieu of advances received from customers. The guarantees have varying maturity dates
normally ranging from six months to three years. These are contractual guarantees and are
enforceable if the terms and conditions of the contracts are not met and the maximum
liability on these contracts is the amount mentioned above. We do not anticipate any
liability on these guarantees.
    
    Bank guarantees for securing supplies of materials and services in the normal course of
business amounting to Rs. 2,047 million ($40.2 million). We have also issued bank guarantees
in the normal course of business for an aggregate value of Rs. 493 million ($9.7 million)
for litigations, against provisional valuation and for other liabilities. We do not
anticipate any liability on these guarantees.
    
    Two irrevocable letters of credit of $50 million each in favor of Asarco, one of which we
gave as a security deposit at the time of signing the previous agreement with Asarco on
February 4, 2009 and the second of which we gave as an additional security deposit at the
time of signing the current agreement with Asarco on March 6, 2009.
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Contractual Obligations
  Payment Due by PeriodTotal
    
    
    Less than 1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    More than 5 Years(in millions)Bank loans and borrowings
    
    Rs.
    34,586
    
    
    $
    679.9
    
    
    Rs.
    20,202
    
    
    $
    397.1
    
    
    Rs.
    9,688
    
    
    $
    190.5
    
    
    Rs.
    
    
    
    $
    
    
    
    Rs.
    4,696
    
    
    $
    92.3Capital commitments
    
    
    67,607
    
    
    
    1,329.0
    
    
    
    39,211
    
    
    
    770.8
    
    
    
    28,391
    
    
    
    558.1
    
    
    
    5
    
    
    
    0.1
    
    
    
    
    
    
    
    Total
    
    Rs.
    102,193
    
    
    $
    2,008.9
    
    
    Rs.
    59,413
    
    
    $
    1,167.9
    
    
    Rs.
    38,079
    
    
    $
    748.6
    
    
    Rs.
    5
    
    
    $
    0.1
    
    
    Rs.
    4,696
    
    
    $
    92.3
   Off-Balance Sheet Arrangements
  Capital Expenditures and Commitments
  
    
    capital expenditures, towards expansion of capacities in existing businesses including
modernization of facilities;
    
    the establishment of our planned commercial power generation business;
    
    consolidation of our ownership in our various subsidiaries; and
    
    acquisitions of complementary businesses that we determine to be attractive
opportunities.
  For Year Ended March 31,2007
    
    2008
    
    2009(in millions)Capital Expenditures
    
    $
    588.4
    
    
    $
    635.4
    
    
    $
    808.1
   Contingencies
  93




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Recent Accounting Pronouncements
 Statement
of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements
    SFAS
No 159, The Fair Value Option for Financial Assets and Financial Liabilities
Including an amendment of FASB Statement No. 115
  SFAS
No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB
No. 51
  SFAS
No 141 (R), Business Combination
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SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of
FASB Statement No. 133
  FASB
Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments
  FASB
Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments
  FSP
FAS 142-3, Determination of the Useful Life of Intangible Assets
 Goodwill and Other Intangible Assets,
 FSP
FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets
  FSP SFAS 165, Subsequent Events
  FSP SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles
  FASB Staff Position No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies
  Emerging Issues Task Force (EITF) 08-6, Equity Method Investment Accounting Considerations
  EITF 08-7, Accounting for Defensive Intangible Assets
  95




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ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 B. Compensation
 Compensation of Directors and Executive Officers
   Salary, Bonuses,
    
    Fair Value of Share
    
    Contribution toAllowances and
    
    Options granted under
    
    Provident andName
    

Perquisites
    
    the Vedanta LTIP
    
    Superannuation Funds(in million)Navin Agarwal
    
    Rs.
    59.09
    
    
    Rs.
    6.57
    
    
    Rs.
    6.08Kuldip Kumar Kaura(1)
    
    
    38.18
    
    
    
    4.63
    
    
    
    1.16Dindayal Jalan
    
    
    13.58
    
    
    
    2.89
    
    
    
    1.10Mahendra Singh Mehta
    
    
    14.19
    
    
    
    2.89
    
    
    
    0.93Rajagopal Kishore
Kumar(3)
    
    
    10.20
    
    
    
    1.80
    
    
    
    0.88Tarun Jain (2)
    
    
    28.95
    
    
    
    4.63
    
    
    
    2.76A. Thirunavukkarasu
    
    
    6.76
    
    
    
    1.35
    
    
    
    0.37Dilip Golani
    
    
    9.29
    
    
    
    1.66
    
    
    
    0.51
 
 Notes:(1)
    
    Mr. Kuldip Kumar Kaura ceased to be our Managing Director and Chief Executive Officer
effective October 1, 2008 on the expiration of his employment contract. Mr. Rajagopal Kishore
Kumar is our new Chief Executive Officer.(2)
    
    Resigned as Whole Time Director with effect from March 31, 2009, following which he is no
longer a director of our company. However, he remains an executive officer of the company as our Director of Finance.(3)
    
    Appointed as Chief Executive Officer of SIIL with effect from
October 1, 2008.   Outstanding Awards or Options
  Employee Benefit Plans
  96




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Provident Fund
  Gratuity
  Superannuation Fund
  Compensated Absence
  Vedanta Long-Term Incentive Plan
     Limitations on Liability and Indemnification Matters
   97




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ITEM 19. EXHIBITS
  1.1
    
    Certificate of Incorporation of
Sterlite Industries (India) Limited, as amended 
incorporated by reference to Exhibit 3.1 of Amendment No. 5 to the Registration Statement on
Form F-1 (File No. 333-138739), as filed with the SEC on June 4, 2007.1.2
    
    Memorandum of Association of Sterlite Industries (India) Limited, as amended  incorporated
by reference to Exhibit 1.2 of the annual report on Form-20F for fiscal 2008 (File No.
001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30,
2008.1.3
    
    Articles of Association of Sterlite Industries (India) Limited, as amended  incorporated by
reference to Exhibit 3.3 of Amendment No. 2 to the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC on February 8, 2007.2.1
    
    Form of Deposit Agreement among Sterlite Industries (India) Limited, Citibank, N.A., as
Depositary, and owners and holders from time to time of American Depositary Shares evidenced
by American Depositary Receipts issued thereunder amended (including the Form of ADR) 
incorporated by reference to Exhibit (a) of Amendment No. 2 to the Registration Statement on
Form F-6 (File No. 333-139102), as filed with the SEC on June 15, 2007.2.2
    
    Specimen share certificate (effective as of November 30, 2006)  incorporated by reference
to Exhibit 4.3 to the Registration Statement on Form 8-A (File No. 001-33175) as filed with
the SEC on November 30, 2006.4.1
    
    Vedanta Resources plc Long-Term Incentive Plan  incorporated by reference to Exhibit 10.1
to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC
on November 15, 2006.4.2
    
    Relationship Agreement dated December 5, 2003 among Vedanta Resources plc, Volcan Investments
Limited, Dwarka Prasad Agarwal, Agnivesh Agarwal and Anil Agarwal  incorporated by reference
to Exhibit 10.2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with
the SEC on November 15, 2006.
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4.3
    
    Deed of Adherence dated December 11, 2007 among Vedanta Resources plc, Volcan Investments
Limited, Onclave PTC Limited and Anil Agarwal  incorporated by reference to Exhibit 4.3 of
the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries
(India) Limited, as filed with the SEC on June 30, 2008.4.4
    
    Shared Services Agreement dated December 5, 2003 among Vedanta Resources plc, Sterlite
Optical Technologies Limited, Sterlite Gold Limited and Sterlite Industries (India) Limited,
including the letter agreement dated April 13, 2006 amending the Shared Services Agreement 
incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 (File No.
333-138739), as filed with the SEC on November 15, 2006.4.5
    
    Consultancy Agreement dated March 29, 2005 between Vedanta Resources plc and Sterlite
Industries (India) Limited  incorporated by reference to Exhibit 10.4 to the Registration
Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15,
2006.4.6
    
    Representative Office Agreement dated March 29, 2005 between Vedanta Resources plc and
Sterlite Industries (India) Limited  incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on
November 15, 2006.4.7
    
    Shareholders Agreement between the President of India and Sterlite Opportunities and
Ventures Limited dated April 4, 2002  incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on
November 15, 2006.4.8
    
    Shareholders Agreement between Sterlite Industries (India) Limited, Government of India and
Bharat Aluminium Company Limited dated March 2, 2001  incorporated by reference to Exhibit
10.7 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the
SEC on November 15, 2006.4.9
    
    Guarantee Agreement between the President of India, Sterlite Industries (India) Limited,
Sterlite Optical Technologies Limited and Sterlite Opportunities and Ventures Limited dated
April 4, 2002  incorporated by reference to Exhibit 10.8 to the Registration Statement on
Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.4.10
    
    Agreement between Vedanta Aluminium Limited and Orissa Mining Corporation Limited dated
October 5, 2004  incorporated by reference to Exhibit 10.9 to the Registration Statement on
Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.4.11
    
    Mining lease between the Government of Rajasthan and Hindustan Zinc Limited dated March 13,
1980 renewed on September 15, 2000 pursuant to an order of the Government of Rajasthan dated
May 1, 2000 and an indenture dated September 15, 2000  incorporated by reference to Exhibit
10.10 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the
SEC on November 15, 2006.4.12
    
    $92.6 million Term Facility Agreement between Sterlite Industries (India) Limited as borrower
and CALYON, Standard Chartered Bank and ICICI Bank Limited as lenders dated March 22, 2006 
incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-1 (File No.
333-138739), as filed with the SEC on November 15, 2006.4.13
    
    Japanese Yen 3,570 million and $19.65 million Term Loan Facilities Agreement between Sterlite
Industries (India) Limited as borrower and ICICI Bank Limited, Sumitomo Mitsui Banking
Corporation and DBS Bank Ltd as lenders dated September 19, 2005  incorporated by reference
to Exhibit 10.12 to the Registration Statement on Form F-1 (File No. 333-138739), as filed
with the SEC on November 15, 2006.4.14
    
    $125 million Term Facility Agreement between Hindustan Zinc Limited as borrower and ABN AMRO
Bank N.V., CALYON, Standard Chartered Bank, DBS Bank Ltd, Mizuho Corporate Bank, Ltd.,
Sumitomo Mitsui Banking Corporation, The Sumitomo Trust and Banking Co., Ltd., Cathay United
Bank, Hua Nan Commercial Bank, National Bank of Kuwait S.A.K., Bank of Taiwan, The
Export-Import Bank of the Republic of China, Chang Hwa Commercial Bank Ltd., Chiao Tung Bank
Co., Ltd., The International Commercial Bank of China, Co. Ltd., Mascareignes International
Bank Ltd., Syndicate Bank, Canara Bank and The Shanghai Commercial and Savings Bank, Ltd. as
lenders dated July 29, 2005  incorporated by reference to Exhibit 10.13 to the Registration
Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15,
2006.
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4.15
    
    Rs. 7,000 million Rupee Term Facility Agreement between Bharat Aluminium Company Limited as
the borrower and Union Bank of India, Export Import Bank of India, Uco Bank, State Bank of
Travancore, State Bank of Saurashtra, State Bank of Hyderabad, State Bank of Patiala and State
Bank of Indore as lenders dated August 18, 2004  incorporated by reference to Exhibit 10.14
to the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC
on November 15, 2006.4.16
    
    $50 million Facility Agreement between Bharat Aluminium Company Limited as borrower and ICICI
Bank Limited, Singapore Branch, ICICI Bank Limited, Bahrain Branch and ICICI Bank Limited,
Offshore Banking Unit as lenders dated November 8, 2004  incorporated by reference to
Exhibit 10.15 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with
the SEC on November 15, 2006.4.17
    
    $50 million Facility Agreement between Bharat Aluminium Company Limited as borrower and ICICI
Bank Limited, ICICI Bank Limited, Bahrain Branch and ICICI Bank Limited, Offshore Banking Unit
as lenders dated November 10, 2004  incorporated by reference to Exhibit 10.16 to the
Registration Statement on Form F-1 (File No. 333-138739),
as filed with the SEC on
November 15, 2006.4.18
    
    Rs. 10,000 million Facility Agreement between Bharat Aluminium Company Limited as borrower
and Oriental Bank of Commerce, Syndicate Bank, The Jammu & Kashmir Bank Limited, Corporation
Bank, Housing Development Finance Corporation Limited, State Bank of Bikaner & Jaipur, State
Bank of Hyderabad, State Bank of Indore, State Bank of Mysore, State Bank of Patiala, State
Bank of Saurashtra, The Federal Bank Limited, The Karnataka Bank Limited, The Karur Vysya Bank
Limited, UCO Bank, Vijaya Bank, ABN AMRO Bank N.V., The Laxmi Vilas Bank Limited as lenders
dated September 16, 2003  incorporated by reference to Exhibit 10.17 to the Registration
Statement on Form F-1 (File No. 333-138739), as filed with
the SEC on November 15,
2006.4.19
    
    Subscription Agreement between Sterlite Industries (India) Limited and the Life Insurance
Corporation of India dated April 9, 2003  incorporated by reference to Exhibit 10.18 to the
Registration Statement on Form F-1 (File No. 333-138739),
as filed with the SEC on
November 15, 2006.4.20.
    
    Option Agreement between Sterlite Industries (India) Limited, India Foils Limited and ICICI
Bank Limited dated February 18, 2005  incorporated by reference to Exhibit 10.19 to the
Registration Statement on Form F-1 (File No. 333-138739),
as filed with the SEC on
November 15, 2006.4.21
    
    Corporate Guarantee by Sterlite Industries (India) Limited to ICICI Bank Limited on behalf of
India Foils Limited dated February 8, 2005  incorporated by reference to Exhibit 10.20 to
the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC on
November 15, 2006.4.22
    
    Corporate Guarantee by Sterlite Industries (India) Limited to ICICI Bank Limited on behalf of
Vedanta Aluminium Limited dated December 4, 2004  incorporated by reference to Exhibit 10.21
to the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC
on November 15, 2006.4.23
    
    Frame Contract between Sterlite Industries (India) Limited and the Copper Mines of Tasmania
Pty Ltd dated July 1, 2004, as amended on July 1, 2004  incorporated by reference to Exhibit
10.22 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the
SEC on November 15, 2006.4.24
    
    Copper Concentrate Purchase Contract between Sterlite Industries (India) Limited and the
Copper Mines of Tasmania Pty Ltd dated July 1, 2005  incorporated by reference to Exhibit
10.23 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the
SEC on November 15, 2006.4.25
    
    Agreement for Sale and Purchase of the Power Transmission Line Division between Sterlite
Industries (India) Limited and Sterlite Optical Technologies Limited dated August 30, 2006 
incorporated by reference to Exhibit 10.24 to the Registration Statement on Form F-1 (File No.
333-138739), as filed with the SEC on November 15, 2006.4.26
    
    Agreement between Sterlite Industries (India) Limited and Navin Agarwal dated October 8, 2003
 incorporated by reference to Exhibit 10.25 to the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC on November 15, 2006.
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4.27
    
    Agreement between Sterlite Industries (India) Limited and Kuldip Kumar Kaura dated September
12, 2006  incorporated by reference to Exhibit 10.26 to the Registration Statement on Form
F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.4.28
    
    Letter issued by Sterlite Industries (India) Limited to Kuldip Kumar Kaura dated March 27,
2008  incorporated by reference to Exhibit 4.28 of the annual report on Form-20F for fiscal
2008 (File No. 001-33175) of Sterlite Industries (India)
Limited, as filed with the SEC
on June 30, 2008.4.29
    
    Share Purchase Agreement between Sterlite Industries (India) Limited and Anil Agarwal dated
October 3, 2006 relating to the sale of Sterlite Energy Limited  incorporated by reference
to Exhibit 10.29 of Amendment No. 1 to the Registration Statement on Form F-1 (File No.
333-138739), as filed with the SEC on November 22, 2006.4.30
    
    Share Purchase Agreement between Sterlite Industries (India) Limited and Dwarka Prasad
Agarwal dated October 3, 2006 relating to the sale of Sterlite Energy Limited  incorporated
by reference to Exhibit 10.30 of Amendment No. 1 to the Registration Statement on Form F-1
(File No. 333-138739), as filed with the SEC on November 22, 2006.4.31
    
    Share Purchase Agreement between Sterlite Industries (India) Limited and Twin Star
Infrastructure Limited dated October 3, 2006 relating to the sale of Sterlite Energy Limited
 incorporated by reference to Exhibit 10.31 of Amendment No. 1 to the Registration Statement
on Form F-1 (File No. 333-138739), as filed with the SEC on November 22, 2006.4.32
    
    Specialty Deed between Copper Mines of Tasmania Pty Ltd, Mt Lyell Mining Company Limited,
Citibank Limited and Citibank, N.A. dated April 1, 1999  incorporated by reference to
Exhibit 10.36 of Amendment No. 2 to the Registration Statement on Form F-1 (File No.
333-138739), as filed with the SEC on February 8, 2007.4.33
    
    Subordination Deed Poll between Monte Cello Corporation N.V., Citibank Limited and Citibank,
N.A. dated April 1, 1999  incorporated by reference to Exhibit 10.37 of Amendment No. 2 to
the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC on
February 8, 2007.4.34
    
    Deed of Assignment of Debt between Monte Cello Corporation N.V. and Mt Lyell Mining Company
Limited dated April 1, 1999  incorporated by reference to Exhibit 10.38 of Amendment No. 2
to the Registration Statement on Form F-1 (File
No. 333-138739), as filed with the SEC
on February 8, 2007.4.35
    
    Deed of Assignment of Debt between Monte Cello Corporation N.V., Citibank Limited and
Citibank, N.A. dated April 1, 1999  incorporated by reference to Exhibit 10.39 of Amendment
No. 2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the
SEC on February 8, 2007.4.36
    
    Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium
Limited dated August 29, 2007 relating to the subscription of the Zero Percent Optionally
Fully Convertible Debentures  incorporated by reference to Exhibit 4.38 of the annual report
on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as
filed with the SEC on June 30, 2008.4.37
    
    Addendum dated March 17, 2008 to the Memorandum of Understanding between Sterlite Industries
(India) Limited and Vedanta Aluminium Limited dated August 29, 2007 relating to the
subscription of the Zero Percent Optionally Fully Convertible Debentures  incorporated by
reference to Exhibit 4.39 of the annual report on Form-20F for fiscal 2008 (File No.
001-33175) of Sterlite Industries (India) Limited, as filed with the
SEC on June 30,
2008.4.38
    
    Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium
Limited dated December 23, 2007 relating to the subscription of the Zero Percent Optionally
Fully Convertible Debentures  incorporated by reference to Exhibit 4.40 of the annual report
on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as
filed with the SEC on June 30, 2008.4.39
    
    Addendum dated March 17, 2008 to the Memorandum of Understanding between Sterlite Industries
(India) Limited and Vedanta Aluminium Limited dated December 23, 2007 relating to the
subscription of the Zero Percent Optionally Fully Convertible Debentures  incorporated by
reference to Exhibit 4.41 of the annual report on Form-20F for fiscal 2008 (File No.
001-33175) of Sterlite Industries (India) Limited, as filed with the
SEC on June 30,
2008.4.40
    
    Purchase and Sale Agreement dated May 30, 2008 among Asarco LLC, AR Silver Bell, Inc., Copper
Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (USA), Inc. and Sterlite Industries
(India) Limited  incorporated by reference to Exhibit 4.42 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite
Industries (India) Limited, as filed with the SEC on June 30, 2008.
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4.41
    
    Rs. 10,000 million Loan
Agreement between Sterlite Industries (India) Limited and Vedanta
Aluminium Limited dated February 4, 2008  incorporated by reference to Exhibit 4.43 of the
annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India)
Limited, as filed with the SEC on June 30, 2008.4.42*
    
    Settlement and Purchase and Sale Agreement dated March 6, 2009 among Asarco LLC, AR Silver Bell, Inc.,
Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (USA), Inc. and Sterlite
Industries (India) Limited.4.43*
    
    Amendment No. 1 dated April 15, 2009 to the Settlement and Sale and Purchase Agreement dated
March 6, 2009 among Asarco LLC, AR Silver Bell, Inc., Copper Basin Railway, Inc., Asarco Santa
Cruz, Inc., Sterlite (USA), Inc., and Sterlite Industries (India) Limited.4.44*
    
    Amendment No. 2 effective as of April 22, 2009 to the Settlement and Sale and Purchase
Agreement dated March 6, 2009, as amended on April 15, 2009, among Asarco LLC, AR Silver Bell,
Inc., Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (USA), Inc., and Sterlite
Industries (India) Limited.4.45*
    
    Amendment No. 3 effective as of June 12, 2009 to the Settlement and Sale and Purchase
Agreement dated March 6, 2009, as amended on April 15, 2009 and April 22, 2009, among Asarco
LLC, AR Silver Bell, Inc., Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite
(USA), Inc., and Sterlite Industries (India) Limited.4.46*
    
    Sterlite Plan Agreement in
Principle Term Sheet dated June 12, 2009
among Asarco LLC, the subsidiary debtors, Sterlite (USA), Inc.,
Robert C. Pate, in his capacity as the Future Claims
Representative, and the Official Committee of Asbestos Claimants.4.47*
    
    Credit Agreement Letter dated February 7, 2005 between India Foils Limited and ICICI Bank Limited.4.48*
    
    Novation Agreement dated
November 15, 2008 among Sterlite Industries (India) Limited, India Foils Limited and
ICICI Bank Limited in respect of
Rs. 772.5 million term loan facility.4.49*
    
    Credit Agreement Letter dated August 4, 2005 between India Foils Limited and ICICI Bank Limited.4.50*
    
    Novation Agreement dated
November 15, 2008 among Sterlite
Industries (India) Limited, India Foils Limited and ICICI Bank
Limited in respect of the
Rs. 250 million term loan facility.4.51*
    
    Rs. 55,690 million Common
Rupee Loan Agreement dated June 29, 2009 among Sterlite Energy Limited, the State Bank
of India as facility agent and issuing bank, IDBI Trusteeship Services Limited as security
trustee and the lenders named therein.4.52*
    
    $140 million Term Loan
Facility Agreement dated June 29, 2009 among Sterlite Energy
Limited, India Infrastructure Finance (UK) Company Limited as lender,
and the State Bank of India as facility agent.4.53*
    
    Sponsor Support Agreement dated June 29, 2009 among Sterlite Industries (India) Limited, Sterlite Energy
Limited, and the State Bank of India as facility agent.4.54*
    
    Term Sheet dated May 22, 2009 between Sterlite Industries (India) Limited and Vedanta
Aluminium Limited relating to the subscription of 9.75% Non-Convertible Debentures.4.55*
    
    Agreement dated February 18, 2009 between the Orissa Mining Corporation Limited and Sterlite Industries (India) Limited.8.1*
    
    List of subsidiaries of Sterlite Industries (India) Limited.12.3**
    
    Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.4**
    
    Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15D-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1*
    
    Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2*
    
    Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Previously filed as an exhibit to the annual report on
Form 20-F for fiscal 2009 (File No. 001-33175) of Sterlite
Industries (India) Limited, as filed with the SEC on July 10,
2009.**
    
    Filed herewith 102




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SIGNATURES
   STERLITE INDUSTRIES (INDIA) LIMITEDBy:

/s/
Vinod BhandawatName:
    Vinod BhandawatTitle:
    Chief Financial Officer 103