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Directors Report of Sterlite Technologies Ltd.

Mar 31, 2023

The Directors are pleased to present the Annual Report for the Financial Year 2022-23 together with the audited financial statements of the Company for the financial year ended March 31, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.

Particulars (Rs. Crores)	Standalone		Consolidated
Particulars (Rs. Crores)	2022-23	2021-22	2022-23	2021-22
Revenue from operations	5,356	4,856	6,925	5,437
Earnings before exceptional items, interest, tax, depreciation and amortisation (EBITDA)	916	649	931	723
Less: finance cost	280	216	311	238
Less: depreciation and amortisation expense	203	198	309	308
Net profit/(loss) before exceptional item and taxation	433	235	311	178
Exceptional item	-	53	-	16
Net profit/(loss) before taxation	433	288	311	194
Total tax expenses	98	73	84	52
Net profit/(loss) for the year after tax	336	215	227	142
Share of profit/(loss) of joint venture			4	5
Net profit for the year after tax & share in profit/(loss) of joint venture	336	215	231	147
Profit/(loss) from discontinued operations	(260)	(132)	(104)	(102)
Profit for the year	75	82	127	45
Share of profit/(loss) of minority interest			(14)	(15)
Net profit attributable to owners of the company	76	83	141	60
Balance carried forward from previous year	1,587	1,580	1,679	1,695
Amount available for appropriation	1,663	1,663	1,820	1,755
APPROPRIATIONS
Equity dividend and tax thereon	(20)	(79)	(20)	(79)
Others	3	3	3	3
Transactions with non-controlling interest			(26)
Balance carried forward to the next year	1,646	1,587	1,777	1,679

PERFORMANCE

Standalone

FY23 closed with Revenues of ?5,356 crores, EBITDA of ?916 crores, PAT of ?75 crores and EBITDA margins of 17.1%.

Consolidated

FY23 closed with Revenues of ?6,925 crores, EBITDA of ?931 crores, Net Profit attributable to owners of the Company ?141 crores and EBITDA margins of 13.4%.

OPERATIONS

With a strong global presence spanning four continents and serving customers across over 100 countries, STL is a trusted name in the industry. Our expert offerings in Optical Connectivity, Global Services, and Digital and Technology solutions have won us the trust of leading names in telecom, cloud, citizen networks, and large businesses. In the US,

STLâs fibre optic and connectivity solutions are helping the country build ubiquitous broadband networks. STL has strengthened its presence with an advanced manufacturing facility in South Carolina. STL has been front and centre of the UKâs digital transformation journey for more than 10 years. The companyâs optical cable and interconnect offerings and

network deployment expertise have pushed it to the centre of âProject Gigabitâ in the UK. STL has strengthened its capabilities by setting up an Optical and Services Centre of Excellence.

We are serving the optical and network build needs of our UK-based customers with design innovation and shorter lead times through our optical cable and interconnect manufacturing setups in Italy. In Europe, STL is driving design innovation in the optical network space to support national connectivity programs and help build ubiquitous broadband, FTTx, and 5G networks. Through its advanced Optical Fibre cable (OFC) and Optical Interconnect facilities in Italy, STL has helped in meeting the fibre demand and expedited fibre rollouts across the European region. The companyâs optical solutions are helping accelerate 5G connectivity and smart living in the Middle East, and are driving digital inclusion in Africa. STL has a centre of excellence in Dubai that integrates R&D and product development for the region. STL started its journey in Australia in 2020 when it became the trusted optical partner for the second-largest telecom operator in Australia. Since then, it has been an integral part of the regionâs digital transformation journey.

Weâre excited to share that in May 2023, our board approved the demerger of our Global Services business, which will pave the way for unlimited growth opportunities.

We recently formed STL Digital, a dedicated team that specializes in engineering amasing digital experiences for

customers in various industries such as telecom, technology, manufacturing, and healthcare. We canât wait to see what the future holds for our company!

Early in FY23, we shared our strategic intent to drive focused growth. Taking action on this plan, we exited three less profitmaking businesses in FY23. We divested our IDS business to Hexatronic group for ~GBP 14 million. We also sold the telecom software products business to Skyvera, an affiliate for US-based Telco DR for ~US$15 million, and in Q4FY23, we exited the wireless business.

As a company, we are strongly driven by our purpose of âTransforming Billions of Lives by Connecting the Worldâ.

This purpose serves as a north star for our Environment, sustainability and Governance (ESG) efforts. While delivering advanced optical and digital solutions for future-ready networks, we are constantly looking for ways to create value in our communities and for the environment. STL is championing sustainability and has committed to becoming Net Zero by 2030. We keep sustainability at the core of our manufacturing operations. At STL, waste management is one of the most fundamental ways the company drives its sustainability agenda. Four of our manufacturing units in India are Zero Waste to Landfill certified by Intertek, a US Quality Assurance provider. The Rakholi, Dadra and Shendra plants have received Level 1 certification for diverting more than 99% of waste. STLâs Waluj plant has received a Level 2 certification for diverting more than 96% of waste from landfills. STL aims to have all its plants across the globe certified over the next few years. We continue to ensure Zero Liquid Discharge across 100% of our optic fibre plants in drought-prone Aurangabad, Maharashtra.

BUSINESS RESTRUCTURING

The Board of Directors in its meeting held on May 17, 2023 approved Scheme of Arrangement whereby the Global Services Business will be demerged into STL Networks Limited, a wholly owned subsidiary of the Company, on a going concern basis, under the provisions of Section 230 to 232 of the Companies Act, 2013, subject to, inter-alia, receipt of approvals from the shareholders and creditors of the Company, as may be directed by the National Company Law Tribunal, Mumbai Bench, Securities and Exchange Board of India (SEBI) BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and approval of other regulatory or statutory authorities as may be required. Pursuant to the Scheme, the Resulting Company will be listed on the BSE and NSE.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors (âthe Boardâ) is pleased to recommend a final dividend of ?1/- per Equity Share (i.e. 50%) of ?2/- each for the FY23. For the FY22, the dividend paid was ?0.50/- per share (i.e. 25%) of ?2 each.

The distribution of dividend will result in payout of around ?39.86 crores (excluding tax) on dividend. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ). The Company proposes not to carry any amount to reserves for the FY23.

In terms of the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For further details on taxability, please refer to annexure to the Notice of Annual General Meeting.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Control Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing

Regulationsâ), is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

SHARE CAPITAL

The paid-up equity share capital as on March 31, 2023 was ?79.68 crores. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

CORPORATE GOVERNANCE

A Report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations, along with a Certificate from Practising Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Companyâs operations, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)''

In compliance with the Listing Regulations, the Company has included a separate section on Business Responsibility and Sustainability as a part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY23, seven meetings of the Board of Directors were held on April 28, 2022; July 25, 2022;

October 13, 2022; November 4, 2022; December 6, 2022; January 27, 2023 and February 23, 2023. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. S. Madhavan - Chairman, Ms. Kumud Srinivasan -Member, Mr. Sandip Das - Member and Mr. Pravin Agarwal - Member. All recommendations given by Audit Committee during FY23 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board, in its Meeting

held on April 28, 2022, approved re-appointment of Mr. Sandip Das as an Independent Director of the Company for a second term of two consecutive years with effect from October 16, 2022 to October 15, 2024 and the same was approved by the members at their Annual General Meeting held on August 26, 2022.

Mr. Ankit Agarwal was appointed as Managing Director for five consecutive years with effect from October 08, 2021 upto October 07, 2026 by the members at their Annual General Meeting held on August 26, 2022.

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Anil Agarwal (DIN 00010883), Chairman and Non-Executive Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Members of the Company, in the Annual General Meeting held on June 26, 2018 had approved the appointment of Ms. Kumud Srinivasan as an Independent Director for a period of five years from May 22, 2018 upto May 21, 2023. Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 17, 2023, approved the re-appointment of Ms. Kumud Srinivasan as an Independent Director of the Company for a second term of two years with effect from May 22, 2023 to May 21, 2025 based on the skills, experience, knowledge and report of her performance evaluation. The re-appointment is subject to the approval of the members at the ensuing Annual General Meeting by way of a Special Resolution.

Details of the aforesaid proposals for appointment are provided in the Annexure to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

Mr. Mihir Modi, stepped down as a Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, effective October 14, 2022 and Mr. Tushar Shroff was appointed as a Chief Financial Officer of the Company effective December 06, 2022.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Ankit Agarwal - Managing Director

2. Mr. Tushar Shroff - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration (âNRC Policyâ). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Companyâs website at the link: https://www.stl.tech/Code-of-Conduct-and-Policies.html

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors, to the best of their knowledge and belief, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year April 1, 2022 to March 31, 2023;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis, except for those which were specifically approved by the Board (for transactions not in ordinary course).

There were no material contracts or arrangements or transactions entered into during the year ended March 31, 2023.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

SUBSIDIARIES AND JOINT VENTURES

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Sterlite Global Ventures (Mauritius) Limited, Metallurgica Bresciana S.p.A. Sterlite Technologies Inc.,

USA and Sterlite Tech Cables Solutions Limited which are material subsidiaries of the Company.

During FY23, STL Digital UK Limited became a subsidiary of the Company:

During FY23, your Company transferred of its Digital Business Undertaking to STL Digital Limited, a wholly owned subsidiary of the Company as a going concern on a slump sale basis.

During FY23, the Company entered into definitive documents to acquire balance 25% stake (through its wholly-owned subsidiary) in Jiangsu Sterlite Fiber Technology Co., Ltd. (JSFTCL) (Formerly known as Jiangsu Sterlite Tongguang Fiber Co. Ltd.). The acquisition of 25% stake in JSFTCL has been completed on December 14, 2022. The Company now holds 100% shares of JSFTCL through its wholly owned subsidiaries in China and Mauritius.

During FY23, the following have ceased to be subsidiaries of the Company:

â¢ Sterlite Global Venture (Mauritius) Limited (âSGVMLâ)

(a wholly owned subsidiary of the Company), divested its entire stake (amounting to 80% of the entire share capita!) held in Impact Data Solutions Limited, UK

(âIDS UKâ) to Hexatronic Group AB (publ.). Consequent to the Transaction, IDS UK and its wholly owned subsidiary Impact Data Solutions BV, ceased to be the subsidiaries of SGVML and step-down subsidiaries of the Company respectively effective October 04, 2022.

â¢ STL Tech GmbH has been closed with effect from October 18, 2022.

â¢ Sterlite Technologies Inc, USA merged with Sterlite Tech Holding Inc., USA effective April 1, 2023.

The Company has complied with Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, for the downstream investments made during the year.

Policy on material subsidiaries, as approved by the Board of Directors, can be accessed on the Companyâs website at https://www.stl.tech/Code-of-Conduct-and-Policies.html

The Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report. The financial statements of the Subsidiary Companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be available on the Website of the Company at https://www.stl.tech/downloads.html

FINANCIAL STATEMENTS

Pursuant to various circulars issued by the Ministry of Corporate Affairs and SEBI, the Company shall not be dispatching physical copies of the Annual Report and shall be sent only by email to the members. However, copies of the Annual Report will be provided to the members upon request.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report.

STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWCâ) has been appointed as the Statutory Auditors in the Annual General Meeting held on August 26, 2022 for the second term of five consecutive years from the conclusion of 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting of the financial year for 2027.

STATUTORY AUDITORâS REPORT

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2023.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, Mr. Jayavant B Bhave, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2023. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

The Company is required to make and maintain cost records for certain products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.

The Board of Directors has approved the appointment of Mr. Kiran Naik as Cost auditor for FY 24 at a remuneration of Rs. 110,000. Mr. Kiran Naik, being eligible has consented to act as a Cost auditor. As required by the provisions of the Act, a resolution seeking Membersâ approval for the remuneration payable to Mr Kiran Naik, Cost Auditor for FY24 is included in the Notice convening the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2023 and are operating effectively.

The Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational

within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal controls to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective and preventive actions are then put in place to strengthen controls.

The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.

The Company has documented Standard Operating Procedures (SOP) for key functions such as for procurement, project/expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance management, safety, health, and environment (SHE), and manufacturing. The Companyâs internal audit activity is managed through the Management Assurance Services (âMASâ) function. It is an important element of the overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of internal controls over financial reportings.

The scope of work including annual internal audit plan, authority, and resources of MAS are regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with ERM to ensure that all critical risks are covered in the audit plan. Besides, its work is supported by the services of leading international audit firms. The annual internal audit includes: monthly physical verification of inventory and review of accounts/MIS and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of the implementation of internal auditorsâ recommendations of internal audit.

The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardsâ report.

STATUTORY COMPLIANCE MANAGEMENT

on reports from the system and certificates from functional heads, the Managing Director presents the quarterly compliance certificate to the Board at the Board meetings.

BUSINESS RISK MANAGEMENT

The Company has formally implemented Enterprise Risk Management framework and has policy to identify and assess the risk events, monitor and report on action taken to mitigate identified risks. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risk. The Audit Committee and the Board of Directors periodically review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of this Annual Report.

This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.

The Risk Management Committee of the Board comprises of Ms. Kumud Srinivasan as the Chairperson and Mr. Sandip Das, Mr. Ankit Agarwal and Mr. Tushar Shroff as Members.

WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ). The Company has also set up âPrevention of Sexual Harassment Committee, which is in compliance with the requirement of the POSH Act, to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timeline. During the financial year, Company received one complaint under the POSH Act which has been closed as on the date of this Report.

The Company is already in compliance with the directions issued by the Honorable Supreme Court of India in May 2023 for the proper implementation of POSH Act.

EMPLOYEES STOCK OPTION SCHEME

Auditor confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by member.

Disclosures with respect to Stock Options, as required under Regulation 14 of the Regulations, are available in the Annexure II to this Report, Notes to the Financial Statements and can also be accessed on the Companyâs website at https://www.stl.tech/downloads.html

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure III to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

ANNUAL RETURN

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2023 shall be available on the Companyâs website https://www.stl.tech/investors.html

NON-CONVERTIBLE DEBENTURES

During FY23, your Company raised ?100 crores through issuance of 10,000 Secured, Rated, Redeemable, NonCumulative, Non-Convertible Debentures (NCDs) of face value of ?1,00,000 each on private placement basis. As on March 31, 2023, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of ?540 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby, 2^nd Floor, SW

29 Senapati Bapat Marg, Dadar West

Mumbai- 400 028

Contact No.: 91- 022-6230 0438

CREDIT RATING The Companyâs financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:
Debt instrument		ICRA		CRISIL
	Rating	Outlook	Rating	Outlook
Non-Convertible Debentures	NA	NA	AA	Negative
Commercial Papers	A1	NA	A1	NA
Line of credit	AA	Stable	AA	Negative

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure IV to this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31, 2023 have been uploaded on the Companyâs website at https://www.stl.tech/latest disclosure.html

TRANSFER OF âUNDERLYING SHARESâ TO IEPF

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of

which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and Corporate Social Responsibility Committee (âCSR Committeeâ) which comprises Mr. B. J. Arun, Chairman, Mr. Sandip Das,

Mr Pravin Agarwal and Mr. Ankit Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY23.

During the year, the Company has spent ?7.90 crores on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Report.

GENERAL

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

b) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e) The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

f) No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (âthe IBC, 2016â), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

g) The requirement to disclose the details of difference between amount of the valuation done at the timeof onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.

For and on behalf of the Board of Directors

Pravin Agarwal Ankit Agarwal

Vice Chairman & Managing Director

Whole-time Director

Place: Pune Date: May 17, 2023

Mar 31, 2022

The Directors are pleased to present the Annual Report for the Financial Year 2021-22 together with the audited financial statements of the Company for the financial year ended March 31, 2022.

Financial summary/highlights

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.

('' in crores)
Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Revenue from operations	5,021.06	4,142.01	5,754.26	4,825.18
Earnings before exceptional items, interest, tax, depreciation and amortisation (EBITDA)	486.79	770.50	594.14	853.62
Less: finance cost	219.11	189.71	241.35	203.00
Less: depreciation and amortisation expense	209.37	215.10	325.51	285.26
Net profit/(loss) before exceptional item and taxation	58.31	365.69	27.28	365.36
Exceptional item	52.75	-	16.23	-
Net profit/(loss) before taxation	111.06	365.69	43.51	365.36
Total tax expenses	29.26	104.28	14.74	111.27
Net profit/(loss) for the year after tax	81.80	261.41	28.77	254.09
Share of profit/(loss) of joint venture	NA	NA	4.65	14.86
Net profit for the year after tax & share in profit/(loss) of joint venture	81.80	261.41	33.42	268.95
Profit/(loss) from discontinued operations	NA	NA	13.92	(3.59)
Profit for the year	81.80	261.41	47.34	265.36
Share of profit/(loss) of minority interest	NA	NA	(14.61)	(10.11)
Net profit attributable to owners of the company	81.80	261.41	61.95	275.47
Balance carried forward from previous year	1,581.06	1,477.63	1,694.83	1,577.34
Amount available for appropriation	1,662.86	1,739.04	1,756.78	1,852.81
APPROPRIATIONS
Equity dividend and tax thereon	(79.36)	(160.44)	(79.36)	(160.44)
Others	3.32	2.46	3.32	2.46
Balance carried forward to the next year	1,586.82	1,581.06	1,680.74	1,694.83

Performance

Standalone

FY22 closed with Revenues of '' 5,021.06 crores, EBITDA of '' 486.79 crores, PAT of '' 81.80 crores and EBITDA margins of 10%.

Consolidated

FY22 closed with Revenues of '' 5,754.26 crores, EBITDA of '' 594.14 crores, Net Profit attributable to owners of the Company was at '' 61.95 crores and EBITDA margins of 10%.

Operations

Highlights of the Company''s operations and state of affairs for the Financial Year 2021-22 are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

COVID-19

As the world continues to grapple with the COVID-19 pandemic and remote working becomes the new norm, the shift to digital is now permanent. Globally, internet traffic has increased significantly, and the demand for data connectivity continues to grow exponentially. Digital service providers and cloud companies globally have accelerated their plans to bring these digital networks to the market, while they continue to invest in modernising the current networks.

STL, with 25 years in optical connectivity, large-scale digital network integration and virtualised wireless capabilities, is uniquely placed to establish its position as a leading integrator of digital networks.

emotional/mental support. The Company is also assisting its employees with hospital availability, isolation, oxygen concentrator/cylinder, injections, plasma, ambulance, etc.

Though the safety and wellbeing of our employees was at the top of our mind, we equally contributed to society and humanity as a whole.

STL contributed $75,000 to the Italy local government fund via Italy plant; sent masks to Italy. STL provided PPE support to China; got sanitizers, disinfectants, wards & ventilator assemblies ready in just 5 days. STL''s plants were not only converted into large quarantine facilities but were producing PPE gear.

Dividend and dividend distribution policy

The Board of Directors (âthe Board'') is pleased to recommend a final dividend of '' 0.50/- per Equity Share (i.e. 25%) of '' 2/- each for the FY22. For the FY21, the dividend paid was '' 2 per share (i.e. 100%) of '' 2 each.

The distribution of dividend will result in payout of around '' 19.88 crores (excluding tax) on dividend. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGM''). The Company proposes not to carry any amount to reserves for the FY22.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing Regulations''), is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies. html. The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy.

Share capital

The paid-up equity share capital as on March 31, 2022 was '' 79.56 crores. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

Acquisition of Clearcomm Group UK

During the year under review, the Company entered into definitive documents to acquire 100% stake in Clearcomm Group Limited based in the United Kingdom, and a network integration company. As part of the transaction, Company acquired 80% of the shareholding of the Clearcomm in

the first tranche in July 2022 through its wholly owned subsidiary, STL UK Holdco Limited, UK and the balance 20% shareholding will be acquired in the second tranche in 2023.

Change of registered office

The shifting of registered office of the Company from E1, MIDC Industrial Area ,Waluj, Aurangabad - 431 136, under the jurisdiction of Registrar of Companies Mumbai, (ROC Mumbai) to 4^th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411 001, under the jurisdiction of Registrar of Companies, Pune (ROC Pune) was approved by the shareholders at the Annual General Meeting held on August 31, 2020.

During the year, ROC, Pune, on July 6, 2021 issued certificate of Registration confirming, inter alia, transfer of the Registered Office as aforesaid.

Divestment

The Company sold its 22.46% stake in Metis Eduventures Private Limited, Associate of the Company, in November 2021 for a value of around '' 45 crores. The Company also divested 64.98% stake in Maharashtra Transmission Communication Infrastructure Limited, subsidiary of the Company in March 2022 for a value of '' 43 crores.

Corporate governance

Management discussion and analysis report

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company''s operations, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Business Responsibility Report (BRR)

In compliance with the Listing Regulations, the Company has included a separate section on Business Responsibility as a part of this Annual Report.

Material changes and commitments, if any, affecting the financial position of the Company

Board meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY22, six meetings of the Board of Directors were held on April 29, 2021; July 22, 2021; October 7, 2021; October 21, 2021; January 19, 2022 and February 25, 2022. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days. Owing to the COVID-19 pandemic, most of the Board meetings were held through video conferencing facilities.

Composition of audit committee

The Audit Committee of the Board comprises of Mr. S Madhavan as a Chairperson and Ms. Kumud Srinivasan,

Mr. Sandip Das and Mr. Pravin Agarwal as a members. All recommendations given by Audit Committee during FY22 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

Directors and key manangerial personnel

Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board, in its Meeting held on January 20, 2021, appointed Mr. S Madhavan and Mr. BJ Arun as an Additional Directors (Non-Executive, Independent) effective January 20, 2021 and the same was also approved by the members at their Annual General Meeting held on August 26, 2021.

Upon recommendation of the NRC, Mr. Ankit Agarwal was appointed as an Additional Director (Executive) of the Company effective January 20, 2021 and same was approved by the members at their Annual General Meeting held on August 26, 2021. Further, pursuant to the recommendation of the NRC, the Board, in its Meeting held on October 07, 2021 appointed Mr. Ankit Agarwal as a Managing Director for a period of five years effective October 08, 2021 upto October 07, 2026 subject to the approval of members at the ensuing AGM. Necessary Resolution for appointment of Mr. Ankit Agarwal as a Managing Director has been included in the Notice convening the AGM.

Dr. Anand Agarwal, stepped down as a CEO and Whole-time Director of the Company, effective December 02, 2021 and same was approved at the Board meeting held on October 07, 2021. Directors placed on record their appreciation for the valuable contribution made by Dr. Anand Agarwal during his tenure.

Mr. Sandip Das was appointed as an Independent Director by the Members at their Annual General Meeting held on June 26, 2018 for a period of five years effective October 16, 2017 upto October 15, 2022. On the recommendation of the NRC, the Board in its meeting held on April 28, 2022 approved the re-appointment of Mr. Sandip Das, as an Independent Directors of the Company for a second term of two years with effect from October 16, 2022 to October 15, 2024 based on the skills, experience, knowledge and report of his performance evaluation and his independence from management. The re-appointment is subject to the approval of the shareholders at the ensuing AGM by way of a Special Resolution.

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Act''), Mr. Pravin Agarwal, Wholetime Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Details of the aforesaid proposals for appointment are provided in the Annexure to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Mr Ankit Agarwal - Managing Director

2. Mr Mihir Modi - Chief Financial Officer

3. Mr Amit Deshpande - Company Secretary

Dr Anand Agarwal resigned as Chief Executive Officer (CEO) and Key Managerial Personnel of the Company effective December 02, 2021. Mr Ankit Agarwal was appointed as Managing Director and Key Managerial Personnel of the Company effective October 8, 2021, subject to the approval of Shareholders at the ensuing AGM.

Performance evaluation of the board, its committees and individual directors

The Board has, on the recommendation of the NRC, framed a policy for selection and appointment of Directors, Senior Management and their remuneration (âNRC Policy''). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees and is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully.

The Policy can also be accessed on Company''s website at the link: https://www.stl.tech/Code-of-Conduct-and-Policies. html

Directorsâ responsibility statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors, to the best of their knowledge and belief, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year April 1, 2021 to March 31, 2022;

d) the Directors have prepared the annual accounts on a âgoing concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Compliance with Secretarial standards

Contracts or arrangements with related parties

All contracts and arrangements with related parties, entered by the Company during FY22, were in the ordinary course of business and on an arm''s length basis, except for those which were specifically approved by the Board (for transactions not in ordinary course).

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2 of Companies (Accounts) Rules, 2014 are as below.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Sterlite Global Ventures (Mauritius) Limited, Jiangsu Sterlite Tongguang Fibre Co. Ltd., Metallurgica Bresciana S.p.A. and Sterlite Technologies Inc., USA, material subsidiaries of the Company.

During the year under review, the following have become subsidiaries (direct/indirect) of the Company:

STL Optical Tech Limited (India)

Sterlite Digital Inc (USA)

Sterlite Tech GmbH (Germany)

STL Tech Solutions Limited (UK)

STL Network Services Inc. (USA)

STL Solutions Germany GmbH (Germany)

During FY22, Metis Eduventures Private Limited and Maharashtra Transmission Communication Infrastructure Limited has ceased to be an associate and subsidiary of the Company respectively.

The Company has complied with Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, for the downstream investments made during the year.

Policy on material subsidiaries, as approved by the Board of Directors, can be accessed on the Company''s website at https://www.stl.tech/Code-of-Conduct-and-Policies.html

Financial statements

The Ministry of Corporate Affairs and SEBI has provided several relaxations, in view of difficulties faced by the Companies, on account of threat posed by Covid-19. Pursuant to the General Circular dated May 5, 2022 read with General Circulars No.20/2020 dated May 5, 2020;

No. 02/2021 dated January 13, 2021; No. 19/2021 dated December 08, 2021; No. 21/2021 dated December 14, 2021 issued by the Ministry of Corporate Affairs, and Circular No.

SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by SEBI, the Company shall not be dispatching physical copies of the Annual Report and shall be sent only by email to the members. However, copies of the Annual Report will be provided to the members upon request.

Statutory auditors

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWC'') was appointed as the Statutory Auditors for a period of five years from the conclusion of the Annual General Meeting of the Company held on July 4, 2017 till the conclusion of ensuing AGM.

Accordingly, the first term of five years of PWC will expire at the conclusion of ensuing AGM. The Board, on the recommendation of Audit Committee has approved appointment of PWC for the second term of five consecutive years from the conclusion of 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting of the financial year 2027, subject to approval of members at the ensuing AGM and on such terms and conditions as may be mutually agreed.

Statutory auditorâs report

There are no qualifications, reservations or adverse remarks by the Statutory Auditors, in their report for the financial year ended March 31, 2022.

Secretarial auditor

Pursuant to Section 204 of the Act, Mr. Jayavant B Bhave, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2022. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost auditor

The Company is required to make and maintain cost records for Copper Cables as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company are required to be audited. Mr Kiran Naik, Cost Accountant, was appointed as the Cost Auditor to audit the cost accounts of the Company for said products for FY22 at a remuneration of '' 90,000 plus at actuals out of pocket expenses. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Members'' approval for the remuneration payable to Mr Kiran Naik, Cost Auditor for FY23 is included in the Notice convening the ensuing AGM.

Cost Audit Report for FY21 was filed with the Registrar of Companies within the prescribed timelines.

Internal financial controls

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company''s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal controls to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective and preventive actions are then put in place to strengthen controls.

The Company has documented Standard Operating Procedures (SOP) for key functions such as for procurement, project / expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance management, safety, health, and environment (SHE), and manufacturing. The Company''s internal audit activity is managed through the Management Assurance Services (âMAS'') function. It is an important element of the

overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of internal controls over financials reportings.

MIS and a quarterly review of critical business processes.

To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of the implementation of internal auditors'' recommendations of internal audit. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

Details regarding frauds reported by auditors under section 143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

Legal compliances management

The Company mitigates its legal and regulatory compliance risks with the help of an online compliance management tool. It is a well-defined system for storing, monitoring and ensuring compliances under various legislations. Non-compliances, if any, are reported and corrective actions are taken within a reasonable time. Any regulatory amendment is updated periodically in the system. Based on reports from the system and certificates from functional heads, the Managing Director presents the quarterly compliance certificate to the Board at the Board meetings.

Business risk management

The Company has formally implemented Enterprise Risk Management framework and have policy to identify and assess the risk events, monitor and report on action taken to mitigate identified risks. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risk. The Audit Committee and the Board of Directors periodically review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of this Annual Report.

During the year under review, a revised risk management policy/framework was adopted by the Board. This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.

The Risk Management Committee of the Board comprises of Ms Kumud Srinivasan as the Chairperson and Mr Sandip Das, Mr Ankit Agarwal and Mr Mihir Modi as Members.

Whistle blower mechanism

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB Policy) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

Disclosure regarding prevention of sexual harassment

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act''). The Company has also set up Prevention of Sexual Harassment Committee, which is in compliance with the requirement of the POSH Act, to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timeline. During the financial year, Company did not receive any complaint under the POSH Act.

Employees stock option scheme

The Company''s Employee Stock Option Schemes are in line with Company''s philosophy of sharing benefits of growth with the growth drivers and are in compliance with the applicable SEBI Regulations. The Company allotted 11,28,407 shares during the year to various employees who exercised their options. The Certificate from the Statutory Auditors confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the ensuing AGM for inspection by members.

Disclosures with respect to Stock Options, as required under Regulation 14 of the Listing Regulations, are provided in the Annexure II to this Report, notes to the financial statements

and can also be accessed on the Company''s website at https://www.stl.tech/downloads.html

Particulars of employees and related disclosures

Annual return

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2022 shall be available on the Company''s website https://www.stl.tech/ investors.html

Non-convertible debentures

As on March 31, 2022, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of '' 440 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby, 2^nd Floor, SW

29 Senapati Bapat Marg, Dadar West

Mumbai- 400 028

Contact No.: 91- 022-6230 0438

Credit rating

The Company''s financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:

Debt instrument		ICRA	CRISIL
Debt instrument	Rating	Outlook	Rating	Outlook
Non-Convertible Debentures	NA	NA	AA	Negative
Commercial Papers	A1	NA	A1	NA
Line of credit	AA	Stable	AA	Negative

Particulars of loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31, 2022 have been uploaded on the Company''s website at https://www.stl.tech/latest disclosure.html

Transfer of âunderlying sharesâ to IEPF

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company.

Corporate social responsibility

The Board has constituted Sustainability and Corporate Social Responsibility Committee (âCSR Committee'') which comprises of Mr B J Arun, as a Chairman and Mr Sandip Das, Mr Pravin Agarwal and Mr Ankit Agarwal, as the members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY22.

During the year, the Company has spent '' 11.57 crores on CSR activities. The Annual Report on CSR activities,

in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Report.

General

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

b) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company''s operations in future.

e) The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Acknowledgement

For and on behalf of the Board of Directors

Pravin Agarwal Ankit Agarwal

Vice Chairman & Managing Director

Whole-time Director

Place: Mumbai Date: April 28, 2022

Mar 31, 2021

To the Members,

Your Directors are pleased to present the Annual Report for the Financial Year 2020-21 together with the audited financial statements of the Company for the financial year ended March 31, 2021.

Financial Summary/Highlights

('' in crores)
Particulars	Standalone		Consolidated
Particulars	2020-21	2019-20	2020-21	2019-20
Net Revenue from Operations	4,142.01	4,760.50	4,825.18	5,154.40
Profit/(Loss) before Interest, Depreciation & Tax	756.15	1,018.13	843.72	1,094.73
Add: Finance Income	14.35	11.67	9.90	8.90
Less: Finance cost	189.71	204.46	203.00	221.04
Less: Depreciation and amortisation expense	215.10	232.42	285.26	290.28
Net Profit/(Loss) before exceptional item and taxation	365.69	592.92	365.36	592.31
Exceptional Item	-	50.71	-	50.71
Net profit/(loss) before taxation	365.69	542.21	365.36	541.60
Total Tax Expenses	104.28	108.69	111.27	108.88
Net Profit/(Loss) for the year after tax	261.41	433.52	254.09	432.72
Share of profit/(loss) of Joint venture	NA	NA	14.86	-
Net Profit for the year after tax & share in profit/(loss) of joint venture	261.41	433.52	268.95	432.72
Loss from Discontinued Operations	NA	NA	(3.59)	(8.28)
Profit for the year	261.41	433.52	265.36	424.44
Share of profit of minority interest	NA	NA	(10.11)	(9.46)
Net Profit attributable to owners of the Company	261.41	433.52	275.47	433.90
Balance carried forward from previous year	1,477.62	1,225.05	1,577.32	1,323.73
Amount available for appropriation	1,739.03	1,658.57	1,852.79	1,757.63
APPROPRIATIONS
Equity dividend and tax thereon	(160.44)	(170.09)	(160.44)	(170.09)
Transfer to debenture redemption reserve	-	-	-	-
Others	2.46	(10.86)	2.46	(17.83)
Balance carried forward to the next year	1,581.05	1,477.62	1,694.81	1,577.32

Performance

Standalone

FY21 closed with Revenues of '' 4,142.01 crores, EBITDA of '' 756.15 crores, PAT of '' 261.41 crores and EBITDA margins of 18%.

Consolidated

FY21 closed with Revenues of '' 4,825.18 crores, EBITDA of '' 843.72 crores, Net Profit attributable to owners of the Company '' 275.47 crores and EBITDA margins of 17%.

Operations

Highlights of your Companyâs operations and state of affairs for the Financial Year 2020-21 are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

COVID-19

and cloud companies globally have accelerated their plans to bring these digital networks to the market, while they continue to invest in modernising the current networks.

The wellbeing of employees continues to be of utmost priority for the Company. Several initiatives to support employees and their families during the pandemic have been taken, viz. telemedicine consultation, healthcare service at home, COVID-19 testing, vaccination support, emotional/mental support. The Company is also assisting its employees with hospital availability, isolation, oxygen concentrator/cylinder, injections, plasma, ambulance, etc.

Though the safety and wellbeing of our employees was at the top of our mind, we equally contributed to society and humanity as a whole:

â¢ STL contributed $75,000 to the Italy local government fund via Italy plant; sent masks to Italy

â¢ STL provided PPE support to China; got sanitizers, disinfectants, wards & ventilator assemblies ready in just 5 days

â¢ STLâs plants were not only converted into large quarantin facilities but were producing PPE gear

Dividend

The Board of Directors (âthe Boardâ) is pleased to recommend a final dividend of '' 2/- per Equity Share (i.e. 100%) of '' 2/- each for the FY21. The distribution of dividend will result in payout of around '' 79.31 crores (excluding tax) on dividend. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ). The Company proposes not to carry any amount to reserves for the FY21.

Acquisition of Optotec SPA, Italy

During the year, the Company, through its wholly owned subsidiary, STL Optical Interconnect SpA acquired 100% shareholding in Optotec S.p.A, a leading Optical Interconnect Products Company based in Italy at an enterprise value of Euro 29 million.

Optotec provides a complete range of Optical Interconnect Products for Telecommunication, FTTH and Cloud Networks in Europe. Optotec, under its patented technology, has an end-to-end portfolio ranging from Outside Plant (OSP) to Central Office (CO) to Customer Premises (CP) that would complement the Companyâs âOpticonnâ offering of optical fibre and cables for a truly integrated products portfolio.

Optotec has a strong legacy in Optical Interconnect portfolio of over 20 years and shares long standing relationships with marquee European telecom operators. The acquisition will help create a solid springboard to offer a complete bouquet of solutions to customers across Europe, India and the Middle East.

Buyback of Equity Shares

The Board, at its meeting held on March 24, 2020, had approved the buyback of fully paid-up equity shares of the Company from the open market through stock exchange mechanism, at a price not exceeding '' 150/- per equity share for an aggregate amount not exceeding '' 145 crores.

The buyback commenced on April 7, 2020 and closed on August 27, 2020. The Company bought back 88,67,000 Equity Shares at a volume weighted average price of

'' 112.53 per Equity Share. The Company deployed approximately '' 99.78 crores representing approximately 68.82% of Maximum Buyback Size.

⁵ Shifting of Registered Office

The shifting of registered office of the Company from E1, MIDC Industrial Area Waluj Aurangabad - 431136, under the jurisdiction of Registrar of Companies Mumbai, (ROC Mumbai) to 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411001, under the jurisdiction of Registrar of Companies, Pune (ROC Pune) was approved by the shareholders in the Annual General Meeting held on August 31, 2020. The Company has received order from the Regional Director, Western Region vide order number-RD/Sec.12(5)/R68671668/1803 on November 10, 2020.

The same is still pending for approval with the Registrar of Companies, Pune.

Corporate Governance

Management Discussion and Analysis Report

Business Responsibility Report (BRR)

In compliance with the Listing Regulations, the Company has included a separate section on Business Responsibility as a part of this Annual Report.

)

Material Changes and Commitments, if any, affecting the Financial Position of the Company

Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY21, six meetings of the Board of Directors were held on May 12, 2020;

July 23, 2020; October 5, 2020; October 22, 2020;

January 20, 2021 and March 17, 2021. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. Owing to the ongoing pandemic, most of the Board meetings were held through Video conferencing facilities.

Composition of Audit Committee

The Audit Committee of the Board comprises of the following members: Ms. S Madhavan - Chairperson,

Mr. Kumud Srinivasan - Member, Mr. Sandip Das - Member and Mr. Pravin Agarwal - Member. Mr. A. R. Narayanaswamy and Mr. Arun Todarwal ceased to be the members, with the completion of their tenure as Directors, on March 31, 2021. All recommendations given by Audit Committee during FY21 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

Directors and Key Manangerial Personnel

Mr. Arun Todarwal and Mr. A.R. Narayanaswamy were reappointed as Independent Directors of the Company for a second term of two years with effect from April 1, 2019 to March 31,2021. Upon completion of their term on March 31, 2021, they have ceased to be Directors. Mr. Pratik Agarwal resigned as Non-Executive Director of the Company effective January 20, 2021.

Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board, in its Meeting held on January 20, 2021, appointed Mr. S Madhavan and Mr. BJ Arun as Additional Directors (Non-Executive, Independent) effective January 20, 2021. They hold office upto the forthcoming AGM of the Company. Upon recommendation of the NRC, Mr. Ankit Agarwal was also appointed as Additional Director (Executive) of the Company effective January 20, 2021 and holds office upto the forthcoming AGM. Necessary Resolution for appointment of Mr. S Madhavan and Mr. BJ Arun as Independent Directors and Mr. Ankit Agarwal as Whole-time Director have been included in the Notice convening the AGM.

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Anil Agarwal, NonExecutive Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Details of the aforesaid proposals for appointment are provided in the Annexure to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule

6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Dr. Anand Agarwal - Chief Executive Officer

2. Mr. Mihir Modi - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

Mr. Anupam Jindal resigned as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company effective September 11,2020, Mr. Mihir Modi was appointed as Chief Financial Officer and Key Managerial Personnel of the Company effective October 5, 2020.

Your Directors place on record their appreciation for the valuable contribution made by the retiring and resigning Directors and the CFO during their tenure with the Company.

Performance Evaluation of the Board, its Committees and Individual Directors

The Board has, on the recommendation of the NRC, framed a policy for selection and appointment of Directors, Senior Management and their remuneration (âNRC Policyâ). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees and is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully.

The Policy can also be accessed on Companyâs website at the link: https://www.stl.tech/Code-of-Conduct-and-Policies.html

Directorsâ Responsibility Statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year April 1, 2020 to March 31, 2021;

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

Contracts or Arrangements with Related Parties

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ in terms of the Companyâs Related Party Transactions Policy. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Jiangsu Sterlite Tongguang Fibre Co. Ltd. and Metallurgica Bresciana S.p.A., material subsidiaries of the Company.

During the year under review, the following have become subsidiaries (direct/indirect) of the Company

a. PT Sterlite Technologies Indonesia (Indonesia)

b. Sterlite Technologies DMCC (Dubai)

c. Sterlite Technologies, Pty Ltd. (Australia)

d. STL Optical Interconnect S.p.A (Italy)

e. Optotec S.P.A. (Italy)

f. Optotec International S.A. (Switzerland)

g. STL Edge Networks Inc. (USA)

h. STL Networks Limited (India)

Sterlite Tech Holdings (UK) Limited has ceased to be subsidiary/joint venture or associate of the Company during FY21.

The Company has complied with Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, for the downstream investments made during the year.

Policy on material subsidiaries, as approved by the Board of Directors, may be accessed on the Companyâs website at https://www.stl.tech/Code-of-Conduct-and-Policies.html

The Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report. The financial statements of the Subsidiary Companies and the related information will be made available upon request to the members seeking such information at any point of time. These financial statements will also be available on the website of the Company https://www.stl.tech/ downloads.html

Financial Statements

The Ministry of Corporate Affairs and SEBI has provided several relaxations, in view of difficulties faced by the Companies, on account of threat posed by COVID-19. Pursuant to General Circular No.20/2020, dated May 5, 2020, issued by the Ministry of Corporate Affairs, and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by SEBI, the Company shall not be

dispatching physical copies of financial statements and the Annual Report shall be sent only by email to the members.

Statutory Auditors

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWCâ) were appointed as the Statutory Auditors for a period of 5 years from the conclusion of the AGM of the Company held on July 4, 2017.

Statutory Auditorâs Report

There are no qualifications, reservations or adverse remarks the Statutory Auditors in their report for the financial year ended March 31, 2021.

Secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Jayavant B Bhave, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Company is required to make and maintain cost records for Copper Cables as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company are required to be audited. Mr. Kiran Naik, Cost Accountant, has been appointed as the Cost Auditor to audit the cost accounts of the Company for said products for FY21 at a remuneration of '' 90,000 plus at actuals out of pocket expenses. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Membersâ approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included in the Notice convening the ensuing AGM.

Cost Audit Report for FY20 was filed with the Registrar of Companies within the prescribed timelines.

Internal Financial Controls

The Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board review these internal control systems to ensure they remain effective and are designed to achieve their intended purpose.

Where weaknesses, if any, are identified as a result of the reviews, corrective actions are then put in place to strengthen controls.

The scope of work, including annual internal audit plan, authority and resources of MAS, is regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with ERM to ensure that all critical risks are covered in the audit plan. Besides, its work is supported by the services of leading international audit firms. The annual internal audit includes: monthly physical verification of inventory and review of accounts/MIS and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of the implementation of internal auditorsâ recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardsâ report.

Legal Compliances Management

The Company mitigates its legal and regulatory compliance risks with the help of an online compliance management tool. It is a well-defined system for storing, monitoring and ensuring compliances under various legislations. Noncompliances, if any, are reported and corrective actions are taken within a reasonable time. Any regulatory amendment is updated periodically in the system. Based on reports from the system and certificates from functional heads, the CEO presents the quarterly compliance certificate to the Board at the Board meetings.

Business Risk Management

The Risk Management Committee of the Board comprises of Ms. Kumud Srinivasan as the Chairperson and Mr. Sandip Das, Dr. Anand Agarwal, Mr. Mihir Modi and Mr. Ankit Agarwal as Members.

Vigil Mechanism/Whistle Blower Policy

Disclosure Regarding Prevention of Sexual Harassment

received regarding sexual harassment, which has formalised a free and fair enquiry process with clear timeline. During the financial year, the Company had received 1 complaint, which has been resolved. No other complaint was pending as on March 31, 2021.

Employee Stock Option Scheme

The Companyâs Employee Stock Option Schemes are in line with the Companyâs philosophy of sharing benefits of growth with the growth drivers and are in compliance with the applicable SEBI Regulations. The Company allotted 15,32,391 shares during the year to various employees who exercised their options. The Certificate from the Statutory Auditors confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by members.

Particulars of Employees and Related Disclosures

Annual Return

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2021 shall be available on the Companyâs website https://www.stl.tech/ investors.html

Non-Convertible Debentures

As on March 31, 2021, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of '' 590 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are

		ICRA	CRISII
	Rating	Outlook	Rating Outloo
Non-Convertible Debentures	AA	Stable	NA NA
Commercial Papers	A1	NA	A1 NA
Line of credit	AA	Stable	AA Stable

listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW

29 Senapati Bapat Marg, Dadar West

Mumbai- 400 028

Contact No.: 91- 022-6230 0438

Credit Rating

The Companyâs financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevanl amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31,2021 have been uploaded on the Companyâs website at https://www. stl.tech/latestdisclosure.html

Transfer of âUnderlying Sharesâ to IEPF

Corporate Social Responsibility

The Board has constituted Sustainability and Corporate Social Responsibility Committee (âCSR Committeeâ) which comprises Mr. B J Arun, Chairman, Mr. Sandip Das, Mr. Pravir

Agarwal and Dr. Anand Agarwal as Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY21.

During the year, the Company has spent '' 11.60 crores on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

b) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companyâs operations in future

e) The Auditors have not reported any matter under Section 143(12) of the Act, therefore no details are required to be disclosed under Section 134(3)(ca) of the Act

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors Pravin Agarwal Anand Agarwal

Place: Pune Vice Chairman & CEO & Whole-time

Date: 29 April, 2021 Whole-time Director Director

Mar 31, 2019

To the Members,

The Directors are pleased to present the Annual Report for the Financial Year 2018-19 together with the audited financial statements of the Company for the year ended March 31, 2019.

Financial Summary/Highlights

(Rs. in crores)

	Standalone		Consolidated
Particulars	2018-19	2017-18 H	2018-19	2017-18
Net Revenue from Operations	4,862.63	2,893.57	5,087.26 3,205 .49
Profit / (Loss) before Interest, Depreciation & Tax	1,053.84	625.22	1,147.08	774.97
Add: Finance Income	20.52	14.84	16.93	13.65
Less: Finance cost	95.25	102.68	105.49	103.83
Less: Depreciation and amortisation expense	167.79	170.14	194.98	182.21
Net Profit/(Loss) before taxation	811.32	367.24	863.54	502.58
Total Tax Expenses	276.09	112.56	278.16	133.15
Net Profit /(Loss) for the year after tax	535.23	254.68	585.38	369.43
Share of profit/(loss) of Joint venture	-	-	-	(0.92)
Net Profit for the year after tax & share in profit/(loss) of joint venture	535.23	254.68	585.38	368.51
Loss from Discontinued Operations	-	-	(7.59)	-4.38
Profit for the year	535.23	254.68	577.79	364.13
Share of profit of minority interest	-	-	15.04	29.80
Net Profit attributable to owners of the Company	535.23	254.68	562.75	334.33
Balance carried forward from previous year	804.45	626.48	875.61	620.15
Amount available for appropriation	1,339.68	881.16	1,438.36	954.48
APPROPRIATIONS
Equity dividend and tax thereon	(96.80)	(36.08)	(96.80)	(36.08)
Transfer to debenture redemption reserve	-	(37.50)	-	(37.50)
Others	(17.83)	(3.13)	(17.83)	(5.29)
Balance carried forward to the next year	1,225.05	804.45	1,323.73	875.61

Performance

Standalone

FY19 closed with Revenues of Rs. 4,862.63 crores, EBITDA of Rs. 1,053.84 crores, PAT of Rs. 535.22 crores and EBITDA margins of 22%.

Consolidated

FY19 closed with Revenues of Rs. 5,087.26 crores, EBITDA of Rs. 1,147.08 crores, Net Profit attributable to owners of the Company Rs. 562.75 crores and EBITDA margins of 23%.

Operations

Highlights of your Companyâs operations and state of affairs for the Financial Year 2018-19 are included in the Management Discussion and Analysis Report which forms part of this Annual Report.

Dividend

The Board of Directors (âthe Boardâ) is pleased to recommend a final dividend of Rs. 3.50/- per Equity Share (i.e. 175%) of Rs. 2/- each for the FY19. The distribution of dividend will result in payout of around Rs. 140.89 crores (excluding tax) on dividend. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ). The Company proposes not to carry any amount to reserves for the FY 19.

In accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing Regulationsâ), the Board of Directors approved the Dividend Distribution Policy of the Company on October 27, 2016. The Dividend Distribution Policy is attached as Annexure I to this Report and is also available on the website of the Company at https://www.sterlitetech.com/Code-of-Conduct-and-Policies.

Acquisition of Metallurgica

Sterlite Tech, through its wholly owned Italian subsidiary Sterlite Technologies S.p.A, acquired 100% stake in Metallurgica Bresciana S.p.A (Metallurgica), Italy. Metallurgica designs and manufactures special precision optical fiber cables and specialised copper cables for various communication applications. The acquisition will significantly expand Sterlite Techâs market presence in Europe. It will bring new tier-1 customers, augment product portfolio, and enhance flexibility and ability to better serve the European market.

Corporate Governance

Management Discussion and Analysis Report

Business Responsibility Report

As stipulated under Regulation 34 of the Listing Regulations, the Company has included a separate section on Business Responsibility as a part of this Annual Report.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There are no adverse material changes or commitments occurred between end of the financial year and date of the report which may affect the financial position of the Company or may require disclosure.

Board Meetings

During FY19, six meetings of the Board of Directors were held. The said meetings were held on April 25, 2018;

July 19, 2018; September 14, 2018; October 24, 2018; December 19, 2018 and January 24, 2019. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days. Video/Tele-conferencing facilities are made available to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.

Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Mr. A. R. Narayanaswamy as the Chairman;

Mr. Arun Todarwal, Mr. Sandip Das and Mr. Pravin Agarwal as the Members. All recommendations given by Audit Committee during FY19 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

Directors and Key Manangerial Personnel

During the year under review, Ms. Avaantika Kakkar resigned as an Independent Director of the Company effective May 22, 2018 due to other pre-occupations. Your Directors place on record their appreciation for the valuable contribution made by Ms. Avaantika Kakkar during her tenure as director of the Company.

Upon the recommendation of the Nomination and Remuneration Committee, Ms. Kumud Srinivasan was appointed as Additional Director (Non-Executive, Independent) effective May 22, 2018 and her appointment as Independent Director was also approved by the Members in Annual General Meeting (AGM) held on June 26, 2018.

Mr. Arun Todarwal & Mr. A.R. Narayanaswamy were appointed as Independent Directors of the Company for a period of 5 years from April 1, 2014 to March 31, 2019 by the Members in AGM held on August 19, 2014. Upon the recommendation of the Nomination and Remuneration Committee, Board of Directors through its circular resolution dated March 28, 2019 approved the re-appointment of Mr. Arun Todarwal and Mr. A.R. Narayanaswamy, as Additional Directors (Independent) of the Company for a second term of two years with effect from April 1, 2019 to March 31, 2021 based on the skills, experience, knowledge and report of their performance evaluation and their independence from management. The re-appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting by way of a Special Resolution.

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Pravin Agarwal, Vice Chairman & Whole-time Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Details of the aforesaid proposals for appointment of Mr. Arun Todarwal, Mr. A. R. Narayanaswamy and Mr. Pravin Agarwal, are provided in the Annexure to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Dr. Anand Agarwal - Chief Executive Officer

2. Mr. Anupam Jindal - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

There has been no change in the KMP during FY19.

Performance Evaluation of the Board, its Committees and Individual Directors

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration (âNRC Policyâ). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees and is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Companyâs website at the link: https://www.sterlitetech.com/Code-of-Conduct-and-Policies

Directorsâ Responsibility Statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year April 1, 2018 to March 31, 2019;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a âgoing concernâ basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Compliance with Secretarial Standards

Contracts or Arrangements with Related Parties

All contracts and arrangements with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Jiangsu Sterlite Tongguang Fibre Co. Ltd. and Metallurgica Bresciana S.p.A., material subsidiaries of the Company.

During the year under review, Sterlite Technologies S.p.A., Italy Metallurgica Bresciana S.p.A., Sterlite Innovative Solutions Limited and Sterlite Tech Connectivity Solutions Limited have become subsidiaries of the Company. Sterlite Technologies Europe Ventures Limited, Cyprus was struck off in FY19. Other than above, no company has ceased to be subsidiary/joint venture or associate of the Company in FY19.

Policy on material subsidiaries, as approved by the Board of Directors, may be accessed on the Companyâs website at https://www.sterlitetech.com/Code-of-Conduct-and-Policies

The Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report.

The financial statements of the Subsidiary Companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be kept for inspection by any member at the Registered Office of the Company and that of the respective Subsidiary Companies and are also available on the Website of the Company https://www.sterlitetech.com/downloads.html

Financial Statements

The physical copies of the statement containing the salient features of all the documents, as prescribed in Section 136(1) of the Act, read with Regulation 36 of the Listing Regulations, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address(es). Any shareholder interested in obtaining the physical copies of the complete Annual Report may write to the âCompany Secretaryâ at the Corporate Office of the Company at Pune or to the Registrar & Transfer Agent on its address as appearing in Corporate Governance Report of this Annual Report.

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWCâ) were appointed as the Statutory Auditors for a period of 5 years from the conclusion of the AGM of the Company held on July 4, 2017. The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018.Hence the resolution seeking ratification of the members for appointment of PWC is not being placed at the ensuing Annual General Meeting.

Explanation on Statutory Auditorâs Qualification

The remark of Auditors at basis for Qualified Opinion paragraph of the Auditorâs Report over Note No. 44 in Notes to Accounts to the Standalone Ind AS financial statements of the Company regarding demand of excise and customs duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Honâble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Companyâs appeal against this order was dismissed by the Honâble High Court on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Honâble Supreme Court has also maintained the stay granted by Honâble High Court. The Honâble Supreme Court, considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The Company has obtained legal opinion from a leading Law firm in India having expertise on Indirect tax matters which states that the Company has a strong case in its favour and the provision made in respect of the above matter is adequate. Given the complexity of the matter and considering the views expressed by the law firm, the Audit Committee considers that the current provisioning in the books is adequate based on the best possible estimate.

Secretarial Auditor

Pursuant to Section 204 of the Act, Dr. K.R. Chandratre, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2019. The Report of the Secretarial Auditor is annexed as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its telecom products are required to be audited. Mr. Kiran Naik, Cost Accountant, has conducted audit of the cost accounts of the Company for said products for FY19. Mr. Kiran Naik has also been appointed as the Cost Auditor for FY20 and he has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Membersâ approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included in the Notice convening the ensuing AGM.

Cost Audit Report for FY18 was filed with the Registrar of Companies within the prescribed timelines.

Internal Financial Controls

In relation to the material weakness as mentioned above with regard to sufficiency of Provision relating to CESTAT order for breach of EOU norms, the Management believes that the Company has a strong case and does not require any further provisioning, based on the merits of the case and the legal opinion obtained.

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are designed to achieve their intended purpose.

Where weaknesses, if any, are identified as a result of the reviews, corrective actions are then put in place to strengthen controls.

The Company has documented Standard Operating Procedures (SOP) for key functions such as for procurement, project / expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance management, safety, health, and environment (SHE), and manufacturing. The Companyâs internal audit activity is managed through the Management Assurance Services (âMASâ) function. It is an important element of the overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of relevant internal controls.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards'' report.

Legal Compliances Management

The Company mitigates its legal and regulatory compliance risks with the help of an online compliance management tool. It is a well-defined system for storing, monitoring and ensuring compliances under various legislations. Non-compliances, if any, are reported and corrective actions are taken within a reasonable time. Any regulatory amendment is updated periodically in the system. Based on reports from the system and certificates from functional heads, the CEO presents the quarterly compliance certificate to the Board at the Board meetings.

Business Risk Management

The Board has constituted Risk Management Committee effective January 24, 2019. The Committee comprises of Mr. Sandip Das; Mr. Pravin Agarwal, Dr. Anand Agarwal, Directors and Mr. Anupam Jindal, Chief Financial Officer as the Members.

Vigil Mechanism / Whistle Blower Policy

Disclosure regarding Prevention of Sexual Harassment

The Company is committed to maintain a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ). The Company has also set up âPrevention of Sexual Harassment Committee, which is in compliance with the requirement of the POSH Act, to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timeline. During FY19, 1 pending complaint from last financial year was resolved. No other complaint was pending as on March 31, 2019.

Employees Stock Option Scheme

The Companyâs Employee Stock Option Schemes are in line with Companyâs philosophy of sharing benefits of growth with the growth drivers and are in compliance with the applicable SEBI Regulations. The Company allotted 15,51,502 shares during the year to various employees who exercised their options. The Certificate from the Statutory Auditors confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by members.

Disclosures with respect to Stock Options, as required under Regulation 14 of the Regulations, are available in the Annexure III to this Report, Notes to the Financial Statements and can also be accessed on the Companyâs website at https://www.sterlitetech.com/downloads.html.

Particulars of Employees and Related Disclosures

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure - V.

Non-Convertible Debentures

As on March 31, 2019, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of Rs. 300 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW

29 Senapati Bapat Marg, Dadar West

Mumbai- 400 028

Contact No.: 91- 022-6230 0438

Credit Rating

The Companyâs financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:

	ICRA		CRISIL
	Rating	Outlook	Rating	Outlook
Non-Convertible Debentures	AA	Stable	AA	Stable
Commercial Papers	A1	NA	A1	NA
Line of credit	AA	Stable	AA	Stable

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on June 26, 2018 (date of last AGM) have been uploaded on the Companyâs website at https://www.sterlitetech.com/latest disclosure

Transfer of âUnderlying Sharesâ to IEPF

Corporate Social Responsibility

The Board has constituted Sustainability and Corporate Social Responsibility Committee (âCSR Committeeâ) which comprises Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy based on recommendations of CSR Committee, which is available on the website of the Company at https://www.sterlitetech.com/Code-of-Conduct-and-Policies

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY19.

During the year, the Company has spent Rs. 5.48 crores on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VII to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e) The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Acknowledgement

For and on behalf of the Board of Directors

Place: Pune Pravin Agarwal Anand Agarwal

Date: April 23, 2019 Vice Chairman & CEO &

Whole-time Director Whole-time Director

Mar 31, 2018

To the Members,

The Directors are pleased to present the Annual Report for the Financial Year 2017-18, together with the audited financial statements of the Company for the year ended March 31, 2018.

Financial Summary/Highlights

(Rs. in crores)

	Standalone		Consolidated
Particulars	2017-18	2016-17*	2017-18		2016-17
Net Revenue from Operations	2,893.57	2,400.65	3,205.49		2,593.56
Profit / (Loss) before Interest, Depreciation & Tax	625.22	432.06	774.97		530.47
Add: Finance Income	14.84	12.37	13.65		11.89
Less: Finance cost	102.68	116.99	103.83		122.93
Less: Depreciation and amortisation expense	170.14	145.17	182.21		159.23
Net Profit/(Loss) before taxation	367.24	182.27	502.58		260.20
Total Tax Expenses	112.56	26.34	133.15		39.66
Net Profit/(Loss) for the year after tax	254.68	155.93	369.43		220.54
Share of Profit/(Loss) of Joint Venture	-	- (0.92)			(2.83)
Net Profit for the year after tax & share in Profit/(Loss) of Joint Venture	254.68	155.93 \|		368.51	217.71
Share of profit of minority interest	-	- 29.80			16.33
Net Profit attributable to owners of the Company	254.68	155.93		334.33	201.38
Balance carried forward from previous year	626.48	580.29		620.15	528.56
Amount available for appropriation	881.16	736.22		954.48	729.94
Appropriations
Equity dividend and tax thereon	(36.08)	(71.76)		(36.08)	(71.76)
Transfer to Debenture Redemption Reserve	(37.50)	(37.50)		(37.50)	(37.50)
Others	(3.14)	(0.48)		(5.29)	(0.53)
Balance carried Forward to the next year	804.44	626.48		875.61	620.15

* Standalone 2016-17 figures have been restated after the merger of passive business of Speedon Network Limited into the Company.

Performance

Standalone

FY18 closed with Revenues of Rs.2,893.57 crores, EBITDA of Rs.625.22 crores, PAT of Rs.254.68 crores and EBITDA margins of 22%.

Consolidated

FY18 closed with Revenues of Rs.3,205.49 crores, EBITDA of Rs.774.97 crores, Net Profit attributable to owners of the Company Rs.334.33 crores and EBITDA margins of 24%.

Dividend

The Board of Directors (âthe Boardâ) is pleased to recommend a final dividend of Rs.2/- per Equity Share of Rs.2/- each for FY18. The distribution of dividend will result in payout of around Rs.80.20 crores (excluding tax) on dividend.

The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ). The Company proposes not to carry any amount to reserves for the FY 18.

In accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board of Directors approved the Dividend Distribution Policy of the Company on October 27, 2016. The Dividend Distribution Policy is attached as Annexure I to this Report and is also available on the website of the Company at https://www.sterlitetech. com/Code-of-Conduct-and-Policies.

Corporate Restructuring

In the meeting held on October 27, 2016, the Board had approved a Scheme of demerger of the Passive Infrastructure Business of Speedon Network Limited, a wholly owned subsidiary of the Company, and merger into the Company (âthe Schemeâ). The Scheme was approved by the Ahmedabad bench and Mumbai bench of the National Company Law Tribunal and the certified copies of their Orders were filed with the respective Registrar of Companies on September 1, 2017 (Effective Date).

The Appointed Date for the Scheme was October 1, 2016.

Corporate Governance

The Company has won the prestigious âGolden Peacock Award for Excellence in Corporate Governanceâ for the year 2017. Golden Peacock Awards, instituted by the Institute of Directors, India, are regarded as a benchmark of Corporate Excellence worldwide. This award recognises the Companyâs rigorous efforts in establishing industry best practices in corporate governance, sustainability and management metrics.

Management Discussion and Analysis Report

Business Responsibility Report

As stipulated under Regulation 34 of the Listing Regulations, the Company has included a separate section on Business Responsibility as a part of this Annual Report.

Board Meetings

During FY18, four meetings of the Board of Directors were held on April 26, 2017; July 19, 2017; October 16, 2017 and January 17, 2018. The maximum time-gap between any two consecutive meetings did not exceed four months. Video/Tele-conferencing facilities are made available to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.

Composition of Audit Committee

The Board has constituted the Audit Committee which comprises Mr. Arun Todarwal as the Chairman; Mr. A. R. Narayanaswamy, Mr. Sandip Das and Mr. Pravin Agarwal as the Members. All recommendations given by Audit Committee during FY18 were accepted by the Board. Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

Directors and Key Manangerial Personnel

During the year under review, Mr. C. V. Krishnan resigned as an Independent Director of the Company effective October 16, 2017. Your Directors place on record their appreciation for the valuable contribution made by Mr. C.V, Krishnan during his tenure as Director of the Company.

Upon the recommendation of the Nomination and Remuneration Committee, Mr. Sandip Das was appointed as an Additional Director (Non-Executive, Independent) effective October 16, 2017 and holds office upto the forthcoming AGM of the Company. Necessary Resolution for appointment of Mr. Sandip Das as an Independent Director has been included in the Notice convening the AGM.

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Actâ), Dr. Anand Agarwal, CEO & Whole-time Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends his appointment.

Details of the aforesaid proposals for appointment of Mr. Sandip Das and Dr. Anand Agarwal, are provided in the Annexure to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Dr. Anand Agarwal - Chief Executive Officer

2. Mr. Anupam Jindal - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

There has been no change in the KMP during FY18.

Performance Evaluation of the Board, Its Committees and Individual Directors

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details about Policy are given in the Corporate Governance Report. The Policy can also be accessed on Companyâs website at https://www.steriitetech. com/Code-of-Conduct-and-Policies.

Directorsâ Responsibility Statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2018 and of the profit of the Company for the year April 1, 2017 to March 31, 2018;

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with.

Contracts or Arrangements with Related Parties

All contracts and arrangements with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statements. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Jiangsu Sterlite Tongguang Fibre Co. Ltd., material subsidiary of the Company.

During the year under review, Sterlite Tech Holding Inc. (USA) & Sterlite Technologies Inc. (USA) have become subsidiaries of the Company. No company has ceased to be subsidiary/joint venture or associate of the Company in FY18.

Policy on material subsidiaries, as approved by the Board of Directors, may be accessed on the Companyâs website at https://www.sterlitetech.com/Code-of-Conduct-and-Policies

In terms of Section 136(1) of the Act, copies of the Audited

Financial Statements of the Subsidiary Companies have not been included in the Annual Report. The financial statements of the Subsidiary Companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be kept for inspection by any member at the Registered Office of the Company and that of the respective Subsidiary Companies and will also be available on the Website of the Company at www.sterlitetech.com.

Financial Statements

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWCâ) were appointed as the Statutory Auditors for a period of 5 years from the conclusion of the AGM of the Company held on July 4, 2017, subject to ratification of their appointment at every subsequent AGM. A resolution seeking ratification of their appointment forms a part of Notice of AGM and the same is recommended for your consideration and approval.

Explanation on Statutory Auditorâs Qualification

The remark of Auditors at basis for Qualified Opinion paragraph of the Auditorâs Report over Note No. 44 in Notes to Accounts to the Standalone Ind AS financial statements of the Company regarding demand of excise and customs duty and penalty amounting to Rs.188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs.188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Honâble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Companyâs appeal against this order was dismissed by the Honâble High Court on the grounds that appeal is not maintainable in High Court, however, without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Honâble Supreme Court has also maintained the stay granted by Honâble High Court. The Honâble Supreme Court, considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the SLP of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The Company has obtained legal opinion from a leading Law firm in India having expertise on Indirect Tax matters which states that the Company has a strong case in its favour and the provision made in respect of the above matter is adequate. Given the complexity of the matter and considering the views expressed by the law firm, the Board considers that the current provisioning in the books is adequate based on the best possible estimate.

Cost Auditor

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its telecom products are required to be audited. Mr. Kiran Naik, Cost Accountant, has been appointed as the Cost Auditor to audit the cost accounts of the Company for said products for FY18 at a remuneration of Rs.1,10,000 plus out of pocket expenses at actuals. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a Resolution seeking Membersâ approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included as part of the Notice convening the AGM.

Cost Audit Report for FY17 was filed with the Registrar of Companies within the prescribed timelines.

Secretarial Auditor

Pursuant to Section 204 of the Act, Dr. K.R. Chandratre, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2018. The Report of the Secretarial Auditor is annexed as Annexure II to this Report and it does not contain any qualification, reservation or adverse remark.

Internal Financial Controls

The Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective actions are then put in place to strengthen controls.

The Company has documented Standard Operating Procedures (SOP) for key functions such as procurement, project/expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance management, safety, health, and environment (SHE), and manufacturing. The Companyâs internal audit activity is managed through the Management Assurance Services (âMASâ) function. It is an important element of the overall process by which the Audit Committee and the

Board obtains assurance on the effectiveness of relevant internal controls.

The scope of work including annual internal audit plan, authority, and resources of MAS are regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with ERM to ensure that all critical risks are covered in the audit plan. Besides, its work is supported by the services of leading international audit firms. The annual internal audit includes: monthly physical verification of inventory and review of accounts/MIS and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of how the internal auditorsâ recommendations are being implemented. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

Legal Compliances Management

The Company mitigates its legal and regulatory compliance risks with the help of an online compliance management tool. It is a well-defined system for storing, monitoring and ensuring compliances under various legislations. Noncompliances, if any, are reported and corrective actions are taken within a reasonable time. Any regulatory amendment is updated periodically in the system. Based on reports from the system and certificates from functional heads, the CEO presents the quarterly compliance certificate to the Board at the Board meetings.

Business Risk Management

The Company has formally implemented Enterprise Risk Management framework to identify and assess the risk events, monitor and report on action taken to mitigate identified risks. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risks. The Audit Committee and the Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

Disclosure Regarding Prevention of Sexual Harassment

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up âPrevention of Sexual Harassment Committeeâ (âthe Committeeâ) to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timelines. During the year, 5 complaints were received out of which 4 were resolved. 1 complaint was pending as on March 31, 2018 which was resolved subsequently.

Employees Stock Option Scheme

The Companyâs Employee Stock Option Schemes is in line with Companyâs philosophy of sharing benefits of growth with the growth drivers. The Company allotted 27,14,978 shares during the year to various employees who exercised their options. The Certificate from the Statutory Auditors confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by members.

Particulars of Employees and Related Disclosures

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136 (1) of the Act and as advised, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure V.

Non-Convertible Debentures

As on March 31, 2018, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of Rs.300 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations. The details of debenture trustee are as below:

Axis Trustee Services Limited

Ground Floor, Axis House, Wadia International Centre, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, India Contact No.: 91-22-62260084

Credit Rating

The Companyâs financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:

	ICRA		CRISIL
Debt instrument	Rating	Outlook	Rating	Outlook
Non-Convertible Debentures	[ICRA]AA-	Positive	-	-
Commercial Papers	[ICRA]A1	-	CRISIL A1	-
Line of credit	[ICRA]AA-	Positive	CRISIL AA	Stable

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on July 4, 2017 (date of last AGM) have been uploaded on the Companyâs website at https://www.sterlitetech.com/latest disclosure

Transfer of âUnderlying Sharesâ to IEPF

Corporate Social Responsibility

The Board has constituted Sustainability and Corporate Social Responsibility Committee (âCSR Committeeâ) which comprises Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.sterlitetech. com/Code-of-Conduct-and-Policies.

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY18.

During the year, the Company has spent Rs.3.63 crores (two percent of the average net profits of the Company during the three immediately preceding financial years) on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VII to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companyâs operations in future.

e) The Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Acknowledgement

For and on behalf of the Board of Directors

Place: Pune Pravin Agarwal Anand Agarwal

Date: April 25, 2018 Vice Chairman & CEO&

Whole-time Director Whole-time Director

Mar 31, 2017

To the Members,

The Directors are pleased to present the Annual Report for the Financial Year 2016-17 together with the audited financial statements of the Company for the year ended March 31, 2017.

Financial Summary/Highlights

(Rs. in crores)

	Standalone		Consolidated
Particulars	2016-17	2015-16*	2016-17	2015-16*
Net Revenue from Operations	2401	2159	2594	2275
Profit before Interest, Depreciation & Tax	431	435	530	463
Less: Finance cost	112	98	123	119
Less: Depreciation and amortization expense	139	107	159	125
Add: Finance Income	18	17	12	12
Net Profit/(Loss) before taxation	198	247	260	231
Total Tax Expenses	57	66	39	65
Net Profit for the year after tax	141	181	221	166
Share of profit/(loss) of Joint venture	-	-	(3)	(6)
Net Profit for the year after tax & share in profit/(loss) of joint venture	-	-	218	160
Share of profit of minority interest	-	-	17	6
Net Profit attributable to owners of the Company	141	181	201	154
Balance carried forward from previous year	677	526	529	406
Less : Adjustment on account of demerger	-	-	-	-
Amount available for appropriation	818	707	730	560
APPROPRIATIONS
Re measurement of post-employment benefit obligation, net of tax	1	2	1	2
Transfer to Debenture Redemption Reserve	37	-	37	-
Equity dividend & tax thereon	72	28	72	29
Balance carried forward to the next year	708	677	620	529

* The Company has adopted Indian Accounting Standards (Ind-AS) with transition date of April 1, 2015. Accordingly, FYâ16 numbers are regrouped/restated as per Ind-AS.

Performance Standalone

FY17 closed with Revenues of Rs. 2,401 crores, EBITDA of Rs. 431 crores, PAT of Rs. 141 crores and EBITDA margins of 19%.

Consolidated

FY17 closed with Revenues of Rs. 2,594 crores, EBITDA of Rs. 530 crores, Net Profit attributable to owners of the Company Rs. 201 crores and EBITDA margins of 21%.

Dividend

The Board of Directors are pleased to recommend a final dividend of Rs. 0.75/- per Equity Share of Rs. 2/- each for the Financial Year 2016-17. The distribution of dividend will result in payout of around Rs. 29.87 crores excluding tax on dividend. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ). This final dividend, together with interim dividend paid in November 2016, aggregates to Rs. 1.25/- per equity share for the FY 17.The Company proposes not to carry any amount to reserves for the FY 17.

In accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing Regulationsâ), the Board of Directors approved the Dividend Distribution Policy of the Company on October 27, 2016. The Dividend Distribution Policy is attached as Annexure VIII to this Report and is also available on the website of the Company at https://www.sterlitetech.com/Code-of-Conduct-and-Policies.

Corporate Restructuring

In the Board Meeting held on October 27, 2016, the Board of Directors approved a Scheme of demerger of the Passive Infrastructure Business of Speedon Network Limited (âSNL''), a wholly owned subsidiary of the Company, into the Company (âthe Scheme''). The Appointed Date for the Scheme is October 1, 2016 and the process is expected to be completed by Q2, FY18. The proposed Corporate Restructuring is subject to approval by various stakeholders, the National Company Law Tribunal and other relevant regulatory authorities.

Management Discussion and Analysis Report

Corporate Governance

In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance, along with a Certificate from Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Report.

Business Responsibility Report

As stipulated under Regulation 34 of the Listing Regulations, the Company has included a separate section on Business Responsibility as a part of this Annual Report.

Board Meetings

During the FY 17, four meetings of the Board of Directors were held on May 26, 2016; July 25, 2016; October 27, 2016 and January 18, 2017. The maximum time-gap between any two consecutive meetings did not exceed four months. Video/Teleconferencing facilities are made available to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.

Composition of Audit Committee

The Board has constituted the Audit Committee which comprises Mr. Arun Todarwal as the Chairman; Mr. A. R. Narayanaswamy, Mr. C V Krishnan and Mr. Pravin Agarwal as the Members. The Board of Directors has accepted all the recommendations given by Audit Committee during the FY 17. Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Report.

Directors and Key Managerial Personnel

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 (âthe Act''), the provisions in respect of retirement of directors by rotation are not be applicable to Independent Directors. Mr. Anil Agarwal, Non-Executive Chairman will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A brief resume of Mr. Anil Agarwal along with the requisite details, is given in the Explanatory Statement to the Notice of the AGM.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report. The policy can also be accessed on Company''s website at https://www. sterlitetech.com/Code-of-Conduct-and-Policies.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details about Policy are given in the Corporate Governance Report. The policy can also be accessed on Company''s website at https://www.sterlitetech.com/Code-of-Conduct-and-Policies.

Pursuant to provisions of Section 203 of the Act, and the Rules made there under, following are the Key Managerial Personnel of the Company:

1. Dr. Anand Agarwal - Chief Executive Officer

2. Mr. Anupam Jindal - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

Directorsâ Responsibility Statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year April 1, 2016 to March 31, 2017;

c) t he Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t he Directors have prepared the annual accounts on a âgoing concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Related Party Transactions

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2 of Companies (Accounts) Rules, 2014 are enclosed as Annexure V to the Directors'' Report.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. During the year under review, following companies have become or ceased to be Company''s subsidiaries or joint ventures companies -

A) Companies which have become subsidiaries during FY 17 - Nil

B) Companies which ceased to be subsidiaries during FY 17

- Sterlite Technologies Americas LLC

C) Companies which have become/ceased to be a joint venture or associate during the FY 17 - Nil

Policy on material subsidiaries, as approved by the Board of Directors, may be accessed on the Company''s website at https://www.sterlitetech.com/Code-of-Conduct-and-Policies

Accounts

In terms of Section 136(1) of the Act, copies of the Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report.

The financial statements of the subsidiary companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be kept for inspection by any member at the Registered Office of the Company and that of the respective Subsidiary Companies and will also be available on the Website of the Company www.sterlitetech.com.

The physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in Section 136(i) of the Act, read with Regulation 36 of the Listing Regulations, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address(es). Any shareholder interested in obtaining physical copies of complete Annual Report may write to the âCompany Secretaryâ at the Corporate Office of the Company at Pune or to Registrar & Transfer Agent on its address as appearing in Corporate Governance section of this Annual Report.

Consolidated Financial Statements

For all periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance accounting standards notified under Section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements for the year ended March 31, 2017 are the first financial statements the Company has prepared in accordance with Ind AS.

Statutory Auditors

M/s. S R B C & Co. LLP, Chartered Accountants have completed 10 years as Statutory Auditors of your Company. The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. It was, hence, proposed to appoint M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (âPWC'') as the Statutory Auditors for a period of 5 years to hold office from the conclusion of the ensuing AGM till the conclusion of the AGM of the Company to be held for financial year 2021-22, subject to ratification of their appointment at every AGM, during the term of their office. PWC have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under for reappointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors recommends their appointment to the shareholders.

M/s. S R B C & Co. LLP have, over the past decade, helped the Company manage change, safeguard compliance, and optimize the quality and efficiency of its accounting, auditing, taxation and compliance domains. The Board places on record its appreciation for the services rendered by M/s. S R B C & Co. LLP as the Statutory Auditors of the Company.

Explanation on Statutory Auditorâs Qualification

The remark of Auditors at basis for Qualified Opinion paragraph of the Auditor''s Report over Note No. 53 in Notes to Accounts to the Standalone Ind AS financial statements of the Company regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Company''s appeal against this order was dismissed by the Hon''ble High Court on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court. The Hon''ble Supreme Court, considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The Company has obtained legal opinion from a leading Law firm in India having expertise on Indirect tax matters which states that the Company has a strong case in its favour and the provision made in respect of the above matter is adequate. The Audit Committee agrees to the view expressed by the Law firm that the Company has a strong case and that the current provisioning in the books is adequate.

Cost Auditors

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its telecom products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Kiran Naik, Cost Accountant, to audit the cost accounts of the Company for the FY 18 on a remuneration of Rs. 1,00,000. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included as part of the Notice convening the AGM.

Secretarial Audit Report

Pursuant to Section 204 of the Act, Dr. K.R. Chandratre, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2017. The Report of the Secretarial Auditor is annexed as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2017 and are operating effectively, except for the possible effects of the material weakness as qualified by the auditors in there independent report on Internal Financial Controls.

In relation to the material weakness as mentioned above with regard to sufficiency of Provision relating to CESTAT order for breach of unit EOU, the Management believes that the Company has a strong case and does not require any further provisioning, based on the merits of the case and the legal opinion obtained.

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls.

The Company has documented Standard Operating Procedures (SOP) for procurement, project / expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance, safety, health, and environment (SHE), and manufacturing. The Groupâs internal audit activity is managed through the Management Assurance Services (âMASâ) function. It is an important element of the overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of relevant internal controls.

The scope of work, authority, and resources of MAS are regularly reviewed by the Audit Committee. Besides, its work is supported by the services of leading international accountancy firms. The Companyâs system of internal audit includes: covering monthly physical verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, focusing on the implementation of recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

Business Risk Management

The Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Audit Committee and Board of Directors periodically review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

Extract of Annual Return

Pursuant to Section 92(3) of the Act, and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure IV.

Non-Convertible Debentures

As on March 31, 2017, the Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of Rs. 150 crores. The Company has maintained 100% asset cover sufficient to discharge the principal amount at all times for its NCDs. These Debentures are listed on the debt segment of BSE Limited since April 11, 2017, as per the SEBI Guidelines and Listing Regulations. The details of debenture trustee are -

Axis Trustee Services Limited

Ground Floor, Axis House, Wadia International Centre,

Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, India Contact No.: 91-22-62260084

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure I to this Report.

Particulars of Employees and Related Disclosures

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in as a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136 (1) of the Act and as advised, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

Disclosure Regarding Prevention of Sexual Harassment

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up âPrevention of Sexual Harassment Committeeâ (âthe Committee'') to redress the Complaints received regarding sexual harassment which has formalized a free and fair enquiry process with clear timeline. During the year, one case was received and resolved by the Company. There are no cases pending as on the March 31, 2017.

Employees Stock Option Scheme

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and December 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The Company allotted 26,10,806 shares during the year to various employees who exercised their options. The details of the options vested during the year under review are provided in Annexure II to this report, as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âthe Regulations''). The paid up Equity Share Capital as on March 31, 2017 was Rs. 79.66 crores divided into 39.83 Equity Shares of Rs. 2 each. The Company has not issued any equity shares with differential voting rights during the year. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders. The Certificate would be placed at the AGM for inspection by members.

Disclosures with respect to Stock Options, as required under Regulation 14 of Regulations, are available in the Annexure II to this Report, Notes to the Financial Statements and can also be accessed on the Company''s website www.sterlitetech.com.

Investor Education and Protection Fund

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 30, 2016 (date of last AGM) on the website of the Company at https://www.sterlitetech.com/ latest disclosure.

Transfer of âUnderlying Sharesâ into Investor Education and Protection Fund (âIEPF'') (in cases where unclaimed dividends have been transferred to IEPF for a consecutive period of seven years):

In terms of Section 125(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âRules''), the Company is required to transfer the shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. As required under the said Rules, the Company had published a Notice in the newspapers inviting the Members'' attention to the aforesaid Rules. The Company had also sent out individual communication dated November 30, 2016 to the concerned Members whose shares are liable to be transferred to IEPF Account, pursuant to the said Rules to take immediate action in the matter.

In case no valid claim in respect of equity shares is received from the shareholders by such date as may be prescribed by the Ministry of Corporate Affairs, the Company shall, with a view to comply with the requirement set out in the rules, transfer the shares to IEPF by the due date, without any further notice, as per the procedure stipulated in the Rules.

Corporate Social Responsibility

The Board has constituted Sustainability Corporate Social Responsibility Committee (âCSR Committee'') which comprises Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.sterlitetech.com/Code-of-Conduct-and-Policies.

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY 17.

During the year, the Company has spent Rs. 3.05 crores (above two percent of the average net profits of the Company during the three immediately preceding financial years) on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company''s operations in future.

e) The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Acknowledgement

For and on behalf of the Board of Directors

Place : Pune

Date : April 26, 2017

Pravin Agarwal Anand Agarwal

Vice Chairman & CEO &

Whole-time Director Whole-time Director

Mar 31, 2016

The Directors are pleased to present the Annual Report for the Financial Year 2015-16 together with the audited financial statements of the Company for the year ended March 31, 2016.

FINANCIAL SUMMARY/HIGHLIGHTS

(Rs. in Crores)

Particulars 2015-16 2014-15*

Net Revenue from Operations 2,036 3,030

Profit / (Loss) before Interest, Depreciation & Tax 446 386

Less: Interest 92 179

Less: Depreciation and amortization expense 107 108

Net Profit/(Loss) before taxation 247 99

Total Tax Expenses 66 15

Net Profit /(Loss) for the year after tax 181 84

Balance carried forward from previous year 749 743

Less : Adjustment on account of demerger 269 -

Amount available for appropriation 661 827

Appropriations

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - 50

Proposed Final Dividend 39.54 23.65

Provision for Tax for Dividend 8.06 4.81

Balance carried forward to the next year 614 749

* Previous year figures are not comparable, since current year figures are post Demerger of Power Products and Transmission Grid Business from the Company with effect from April 1, 2015 and also include effect of merger of Elitecore Technologies Private Limited into the Company with effect from September 29, 2015.

PERFORMANCE

Fiscal Year 2015-16 closed with Revenues of Rs. 2,036 Crores, EBITDA of Rs. 446 Crores, PAT of Rs. 181 Crores and EBITDA margins of 22%.

MATERIAL EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

A. DEMERGER OF POWER PRODUCTS AND TRANSMISSION GRID BUSINESS

The Hon''ble High Court of Judicature at Bombay had on April 22, 2016 approved the Scheme of Arrangement for demerger of the Power Products and Transmission Grid Business of the Company into Sterlite Power Transmission Limited ("SPTL"), effective from May 23, 2016. This Scheme was approved by the Shareholders, Secured Creditors and Unsecured Creditors of the Company at the Court Convened Meetings held on December 15, 2015. The appointed date for the Demerger was April 01, 2015.

Upon the effective implementation of the Scheme, the Company will continue to be a publicly listed company and will focus on the growth opportunities in the telecom sector and shareholders of the Company, towards consideration of the demerger, will be issued equity shares or redeemable preference shares of SPTL in the manner detailed below -

(i) Resident Indian shareholders of the Company on the record date can choose from options as per their investment objectives. They may opt to: (i) receive 1 (one) equity share in SPTL for every 5 (fve) equity shares with face value of Rs. 2 each in the Company that they hold; or (ii) receive 1 (one) fully paid-up Redeemable Preference Share of Rs. 2 each at a premium of Rs. 110.30 per redeemable preference share in SPTL for every 5 (five) equity shares of Rs. 2 each of the Company that they hold, with an option of seeking voluntary exit as per the Scheme.

(ii) Non-resident shareholders (excluding Foreign Institutional Investors ("FIIs")) of the Company on the record date would be entitled to receive 1 (one) equity share in SPTL for every 5 (fve) equity shares with face value of Rs. 2 each in the Company that they hold. All such equity shares that are issued and allotted to non-resident shareholders of the Company (excluding FIIs), subject to applicable law, will be immediately purchased by the promoters of the Company and/ or their affiliates or any other person and/or entity nominated by them as per the Scheme.

(iii) FII shareholders of the Company on the record date, subject to receipt of approval from the appropriate regulatory authorities can choose from options as per their investment objectives. They may opt to: (i) receive 1 (one) Redeemable Preference Share in SPTL for every 5 (fve) equity shares of the Company that they hold; or (ii) receive 1 (one) equity share in SPTL for every 5 (five) equity shares with face value of Rs. 2 each in Sterlite Technologies Limited that they hold which will be purchased by the promoters of the Company and/or their affiliates or any other person and/or any other person and/or entity nominated by them as per the Scheme.

The equity shares of SPTL will not be listed on any stock exchange and the redeemable preference shares issued pursuant to the Scheme shall be listed on BSE Limited and the National Stock Exchange of India Limited.

B. ACQUISITION AND MERGER OF ELITECORE TECHNOLOGIES PRIVATE LIMITED

The Company acquired 100% stake in Elitecore Technologies Private Limited ("Elitecore") on September 29, 2015 followed by merger of Elitecore with the Company, effective from May 20, 2016. The merger was approved by the Hon''ble High Court of Judicature at Gujarat and the Hon''ble High Court of Judicature at Bombay on March 21, 2016 and April 7, 2016, respectively. The appointed date for the said merger was September 29, 2015.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 50% (Rs. 1 per share of Rs. 2/- each) for the Financial Year 2015-16. The distribution of dividend will result in payout of Rs. 39.52 Crores excluding tax on dividend. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Company proposes not to carry any amount to reserves for the FY 2015-16. The dividend will be paid to members whose names appear in the Register of Members as on the Record Date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review giving detailed analysis of Company''s operations and segment-wise performance, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

BOARD MEETINGS

During the Financial Year 2015-16, six meetings of the Board of Directors were held on April 20, 2015; May 18, 2015; July 23, 2015; September 21, 2015; October 26, 2015 and January 28, 2016. The maximum time-gap between any two consecutive meetings did not exceed four months. Video/Tele-conferencing facilities are made available to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises Mr. Arun Todarwal as the Chairman, Mr. A. R. Narayanaswamy, Mr. C. V. Krishnan and Mr. Pravin Agarwal as the Members. More details on the Committee are given in the Corporate Governance Report. The Board of Directors has accepted all the recommendations given by Audit Committee during the FY 2015-16.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013 ("the Act"), the provisions in respect of retirement of directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Pratik Agarwal, Non-Executive Director retires by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of Mr. Pratik Agarwal is given in the Corporate Governance Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the processes for evaluation of performance of Independent Directors and the Board.

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually including that of Chairperson as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. A structured evaluation was conducted after taking into consideration inputs received from the Directors, covering various aspects including but not limited to the knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy details are stated in the Corporate Governance Report.

Pursuant to Section 203 of the Act, and rules made thereunder, following persons are Key Managerial Personnel of the Company

1. Dr. Anand Agarwal Â Chief Executive Officer

2. Mr. Anupam Jindal Â Chief Financial Officer

3. Mr. Amit Deshpande Â Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Act, the Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

A report on the performance and financial position of each of the subsidiaries and joint venture companies as per the Act is provided as part of the consolidated financial statement and hence not repeated here for the sake of brevity. During the year under review, following are the details of the companies which have become or ceased to be Company''s subsidiaries or joint ventures companies Â

A. Companies which have become subsidiaries during the Financial Year 2015-16 Â

- Sterlite Power Transmission Limited

- Twin Star Display Technologies Limited

- Maheshwaram Transmission Limited

- Sterlite Telesystems Limited

- Elitecore Technologies Private Limited

- Elitecore Technologies (Mauritius) Limited

- Elitecore Technologies Sdn Bhd. (Malaysia)

- Sterlite (Shanghai) Trading Company Limited

B. Companies which ceased to be subsidiaries during the Financial Year 2015-16 Â

- Twin Star Technologies Limited (Erstwhile Sterlite Display Limited)

- Twin Star Display Technologies Limited

- Sterlite Power Transmission Limited*

- Sterlite Power Grid Ventures Limited*

- Sterlite Grid 1 Limited*

- Sterlite Grid 2 Limited*

- Sterlite Grid 3 Limited*

- Sterlite Grid 4 Limited*

- East-North Interconnection Company Limited*

- Bhopal Dhule Transmission Company Limited*

- Jabalpur Transmission Company Limited*

- RAPP Transmission Company Limited*

- Purulia & Kharagpur Transmission Company Limited*

- NRSS XXIX Transmission Limited*

- Maheshwaram Transmission Limited*

- Elitecore Technologies Private Limited#

* Ceased to be subsidiaries of the Company pursuant to Scheme of Arrangement for demerger of the Power Products and Transmission Grid Business of the Company into Sterlite Power Transmission Limited.

# Ceased to be subsidiary of the Company pursuant to Scheme of Arrangement for amalgamation of Elitecore Technologies Private Limited with the Company.

C. Companies which have become/ceased to be a joint venture or associate during the Financial Year 2015-16 - Nil

As per the Listing Regulation, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Company''s website: www.sterlitetech.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arm''s length basis and were in the ordinary course of business except those which are mentioned in Annexure V to this report. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.sterlitetech.com. None of the Directors has any pecuniary relationships or transactions vis-Ã -vis the Company.

The details of the transactions with Related Parties are provided as Annexure V to the Directors'' Report.

ACCOUNTS

In terms of Section 136(1) of the Act, copies of the Audited Financial Statements including the Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Company undertakes that the financial statements of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The financial statements of the subsidiary companies will also be kept for inspection by any member at registered office of the Company and that of the respective Subsidiary Companies. The Company shall furnish a hard copy of details of financial statements of subsidiaries to any shareholder on demand. The financial statements of the subsidiary companies will also be available on the Website of the Company www.sterlitetech.com.

Additionally, the physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in sub-section (1) to Section 136 of the Act, read with Regulation 36 of the Listing Regulations, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address (es) for the purpose. Any shareholder/debenture holder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Office of the Company or to Registrar & Transfer Agents on its address as appearing in Corporate Governance section of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements, in terms of Section 136 of the Act, read with Regulation 36 of the Listing Regulations and in terms of Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements, duly audited by Statutory Auditors, also forms part of this Annual Report.

EXPLANATION ON AUDITOR''S QUALIFICATION

The paragraph titled "Basis for Qualified Opinion" in the Auditor''s Report and over Note No. 45 (A) in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05, CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had fled an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. On Company''s appeal, the Hon''ble High Court directed that the appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had fled a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The Hon''ble Supreme Court, considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The status remains same and there was no development during the year under review.

Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and this matter does not require any further provisioning.

STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants were appointed as Statutory Auditors in the Annual General Meeting held on August 4, 2015 for a period of 2 years upto conclusion of the Annual General Meeting to be held for FY 2016-17 subject to ratification by members at every Annual General Meeting of the Company. M/s. S R B C & Co. LLP have confirmed their eligibility under Section 141 of the Act, and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Telecom Products is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Kiran Naik, Cost Accountant, to audit the cost accounts of the Company for the Financial Year 2016-17 on a remuneration of Rs. 75,000/-. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included as part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, Dr. K.R. Chandratre, Practicing Company Secretary, was appointed to conduct the Secretarial Audit for the Financial Year ended March 31, 2016. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the Financial Year 15-16, your Company shifted its registered office from Survey No. 68/1, Rakholi Village, Madhuban Dam Road 396 230, Union Territory of Dadra & Nagar Haveli, India to E-1, MIDC Industrial Area, Waluj, Aurangabad Â 431 136, Maharashtra, India.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per relevant provisions of the Companies Act, 2013 and Listing Regulations.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee also met the Company''s Statutory Auditors to ascertain their views on the financial statements, including financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by the Company.

BUSINESS RISK MANAGEMENT

The Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Audit Committee and Board of Directors periodically reviews the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management is presented in a separate section forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WB) to deal with instance of fraud and mismanagement, if any. The details of the WB Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with the Certificate from Practising Company Secretary certifying the compliance of Corporate Governance enumerated in the Listing Regulations is included in the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure IV.

NON-CONVERTIBLE DEBENTURES

As on March 31, 2016, the Company has outstanding Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs) of Rs. 270 Crores. The Company has maintained 100% asset cover sufficient to discharge the principal amount at all times for its NCDs. Credit rating for the NCDs is CRISIL A (Rating watched with developing implications). The Debentures are listed on the debt segment of BSE Limited as per the SEBI Guidelines and Debt Listing Regulation. The details of debenture trustee are Â

Axis Trustee Services Limited

Axis House, 2nd Floor, Bombay Dyeing Mills Compound,

Pandurang Budhkar Marg, Worli,

Mumbai - 400025, Maharashtra, INDIA

Phone No. 91-22-24255216 Fax No. 91-22-24254200

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given as Annexure I and forms part of the Directors'' Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. Details are provided as Annexure VII to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration is provided in a separate annexure forming part of this report. Having regard to the provisions of the first proviso to Section 136 (1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

EMPLOYEES STOCK OPTION SCHEME

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and December 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The Company allotted 11,29,395 shares during the year to various employees who exercised their options. The details of the options vested during the year under review are provided in Annexure II to this report, as required under Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The paid up Equity Share Capital as on March 31, 2016 was Rs. 79.04 Crores divided into 39.52 Equity Shares of Rs. 2 each. The Company has not issued any equity shares with differential voting rights during the year. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

The Members of the Company through resolutions passed by Postal Ballot on March 30, 2016, have approved Sterlite Technologies Limited Employee Stock Appreciation Rights 2016 ("ESAR 2016") and Sterlite Technologies Limited Employee Stock Option Plan 2016 ("ESOP 2016") and grant of Stock Appreciation Rights or Employee Stock Options to employees of the Company and/or its Subsidiary (ies) under the respective Schemes.

Disclosures with respect to Stock Options, as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''the Regulations''), are available in the Annexure II to this Report and Notes to the Financial Statements and can also be accessed on the Company''s website www.sterlitetechnologies.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (which are still applicable as the relevant sections under the Companies Act, 2013 are yet to be notified), relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 4, 2015 (date of last Annual General Meeting) on the website of the Company (www.sterlitetech.com), as also on the Ministry of Corporate Affairs website.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Corporate Social Responsibility (CSR) Committee which comprises of Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee.

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY 2015-16.

During the year, the Company has spent Rs. 2.23 crores (around 3% of the average net profits of last three Financial Years) on CSR activities. The Annual Report on CSR activities is annexed herewith as Annexure VI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

(d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(e) No cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors

Place: Pune Pravin Agarwal Anand Agarwal

Date: May 26, 2016 Vice Chairman & CEO &

Whole-time Director Whole-time Director

Mar 31, 2015

To the Members,

THe Directors are pleased to present the Annual Report for the Financial Year 2014-15 together with the audited accounts of the Company for the year ended March 31,2015.

Financial Summary / Highlights ( In Crores)

Particulars 2014-15 2013-14

Net Revenue from Operations 3030 2726

Profit / (Loss) before Interest, Depreciation & Tax 386 271

Less: Interest 179 95

Less: Depreciation and amortization expense 108 103

Net Profit/(Loss) before taxation 99 73

Total Tax Expenses 15 23

Net Profit / (Loss) for the year after tax 84 50

Balance carried forward from previous year 743 772

Amount available for appropriation 827 822

APPROPRIATIONS

Transfer to General Reserve - 3 Transfer to Debenture Redemption Reserve 50 63

Proposed Final Dividend 24 12

Provision for Tax for Dividend 5 2

Balance carried forward to the next year 749 743

PERFORMANCE

Fiscal Year 2014-15 closed with Revenues of Rs.3030 Crores, EBITDA of Rs.386 Crores, PAT of Rs.84 Crores and EBITDA margins of 13%. The telecom business had revenues of Rs.1530 Crores at an EBITDA margin of 23% and the power business had revenues of Rs.1500 Crores at an EBITDA margin of 3%.

MATERIAL EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

A. CORPORATE RESTRUCTURING

In the Board Meeting held on May 18, 2015, the Board of Directors ("The Board") of the Company has approved a Corporate Restructuring plan. As a result of this restructuring, Sterlite Technologies Limited ("STL") will become a pure-play Telecom Products & Solutions company providing Broadband Solutions for Fully Converged Networks. The Board approved to demerge the Power Products Business and the Power Transmission Grid Business into a separate entity named ''Sterlite Power Transmission Ltd.'' ("SPTL").

The Chairman of the Company, Mr. Anil Agarwal, believes that the proposed restructuring is an important step in the direction of our vision to create two unique pure-play business entities, one focused on Broadband Solutions for Converged Networks and other focused on providing Solutions and Creating

World Class Power Transmission Infrastructure. Both these businesses will be attractively positioned to play an integral role in development of the country through several initiatives like ''Digital India'' and ''Power 24x7''.

The corporate restructuring is viewed by the Company as a potential value creator for all shareholders combined with an objective of bringing a sharper and independent focus on both the segments, which have reached a certain scale and addressing two distinct opportunities of sustainably large magnitudes. It will essentially provide two separate and distinct platforms, one for Telecom business, which is in a high growth stage on the backdrop of huge data consumption opportunity and the other for Power business, which will be a strategic vehicle for creation of infrastructure assets in the growing transmission sector.

Considering the differentiated attributes, the inherent business models and capital requirement of each of these businesses, the equity shares of the telecom business will continue to be publicly listed, while those of the newly formed power business will remain unlisted. The decision to keep the equity shares of the power business unlisted is in line with the global model for such infrastructure companies, which are not amiable to quarterly public market reporting

requirements and need operational freedom and capital structure flexibility. Accordingly, this restructuring will essentially allow investors the choice to continue to be associated with all these businesses, or only specifically invest in businesses that best suit their respective investment philosophy. It also creates an opportunity for value discovery of each business independent of the other. The restructuring has been undertaken after careful consideration and review by the Board and also echoes the feedback received from the investor community.

Once the demerger scheme is effective, after due regulatory approvals, shareholders of STL will continue to retain their equity share of Rs. 2 each in STL (pure-play Telecom Company). Additionally, for every five equity share of Rs.2 each held in STL, the shareholders will have an option to receive one equity share of Rs.2 each of SPTL issued at a premium of Rs.110.30 or one Redeemable Preference Share (RPS) of Rs.2 each issued at a premium of Rs.110.30 each. The shareholders will have the option of continuing to be invested in SPTL or redeeming the RPS through liquidity options. The RPS will be redeemable within 30 days of issue, if opted for. The value of SPTL has been decided by the Board based on the recommendation of 2 reputed Independent Valuers (Price Waterhouse & Co. LLP and Haribhakti & Co. LLP).

The value of the demerged undertaking after taking into consideration the allocation of debt would be Rs.885 crores, implying a value of Rs.22.46 per equity share of STL. Post this, as of 31st March 2015, on a proforma basis, STL will retain a consolidated net debt of Rs.674 crores against a pre-restructuring consolidated net debt of Rs.4,881 crores. The share entitlement ratio report has been prepared by Price Waterhouse & Co. LLP with a fairness opinion done by Axis Capital who are acting as financial advisers to STL. The Company has also appointed BSR and Co. as tax advisors and Khaitan & Co. as legal advisors to the proposed transaction.

The Appointed Date for the demerger is April 1,2015, and the demerger is expected to be completed by Q4, FY16. The proposed Corporate Restructuring is subject to approval by the High Court, SEBI, Shareholders of STL, its creditors and other relevant regulatory authorities.

B. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

In furtherance of the proposed Demerger Scheme of the Company and considering large shareholders base in Maharashtra, the Board of Directors of the Company in the meeting held on May 18, 2015 has, subject to statutory approvals, approved the shifting of registered office of the Company from Survey No. 68/1, Rakholi Village, Madhuban Dam Road 396 230, Union Territory of Dadra & Nagar Haveli, India to E-1,Waluj, MIDC Industrial Area, Aurangabad-431 136, Maharashtra, India.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% (Rs. 0.60 per share of Rs. 2/- each) for the Financial Year 2014-15. The distribution of dividend will result in payout of Rs. 23.64 Crores excluding tax on dividend. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Company proposed to carry nil amount to reserves for the FY 2014-15. The dividend will be paid to members whose names appear in the Register of Members as on the Record Date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review giving detailed analysis of Company''s operations and segment-wise performance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

BOARD MEETINGS

During the Financial Year 2014-15, six meetings of the Board of Directors were held on April 30, 2014; July 04, 2014; July 31, 2014; September 30, 2014; October 31,2014 and January 22,2015. The maximum time-gap between any two consecutive meetings did not exceed four months. Video/Tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises of Mr. Arun Todarwal as the Chairman, Mr. A R Narayanaswamy, Mr. C V Krishnan and Mr. Pravin Agarwal as the members. More details on the Committee are given in the Corporate Governance Report. The Board of Directors has accepted all the recommendations given by Audit Committee during the FY 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 read with Section 152 of the Companies Act, 2013, the provisions in respect of retirement of directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Pravin Agarwal, Whole-time Director retires by rotation at the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the Company in its last Annual General Meeting appointed Mr. Arun Todarwal, Mr. A R Narayanaswamy, Mr. C V Krishnan and Mr. Haigreve Khaitan as Independent Directors of the Company for a term of 5 (five) years commencing from April 1,2014 up to March 31,2019.

During the year under review, Mr. Haigreve Khaitan, Non-Executive Independent Director of the Company, due to pre-occupation, has tendered his resignation from the office of Director of the Company. The Company expresses its appreciation for the assistance and guidance provided by Mr. Haigreve Khaitan during his tenure as Director of the Company.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company appointed Ms. Avaantika Kakkar as Additional Director of the Company in the capacity of "Non- Executive Independent Director" effective from December 29, 2014. Ms. Kakkar has experience in structured finance, foreign direct investment, private equity, acquisition transactions and joint ventures. According to Section 161 of the Companies Act, 2013, Ms. Kakkar will hold the office of Director up to date of ensuing Annual General Meeting. The Company has received Notice of Candidature from Ms. Avaantika

Kakkar along with deposit amount of Rs. 1,00,000/- in which she expressed her intention to propose her candidature for being appointed as a Non-Executive Independent Director of the Company at ensuing Annual General Meeting of the Company. It is proposed to appoint Ms. Avaantika Kakkar as Independent Directors of the Company for a term of

5 (five)years commencing from December 29,2014.

A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

The Company has received declarations from all the Independent Directors oftheCompanyconfirmingthat they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the processes for evaluation of performance of Independent Director and the Board.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination

6 Remuneration and other Committees. A structured evaluation was conducted after taking into consideration inputs received from the Directors, covering various aspects of the Board''s plus knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy details are stated in the Corporate Governance Report.

Pursuant to Section 203 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company in its meeting held on April 30, 2014 has appointed following persons as Key Managerial Personnel of the Company with the effect from April 1,2014.

1. Dr. Anand Agarwal - Chief Executive Officer

2. Mr. Anupam Jindal - Chief Financial Officer

3. Mr. Amit Deshpande - Company Secretary

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (5) of the Companies Act, 2013 (the Act), the Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable

accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

A report on the performance and financial position of each of the subsidiaries and joint venture companies as per the Companies Act, 2013 is provided as part of the consolidated financial statement and hence not repeated here for the sake of brevity. During the year under review, following are the details of the companies which have become or ceased to be Company''s subsidiaries or joint ventures companies -

A) Companies which have become subsidiaries during the Financial Year 2014-15 -

- Sterlite Power Grid Ventures Limited

- Sterlite Grid 3 Limited

- NRSS XXIX Transmission Limited

- Sterlite Power Technologies Private Limited

- Sterlite Display Limited

B) Companies which ceased to be subsidiaries during the Financial Year 2014-15 - Nil

C) Companies which have become/ceased to be a joint venture or associate during the Financial Year 2014-15 - Nil

As per the listing agreement, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the compay''s website: www.sterlitetechnolgies.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval on a quarterly basis. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the transactions with Related Parties are provided as Annexure V to the Directors'' Report.

ACCOUNTS

In terms of Section 136(1) of the Companies Act, 2013, copies of the Financial Statements including the audited Balance Sheet, the Statement of Profit & Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Company undertakes that the financial statements of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The financial statements of the subsidiary companies will also be kept for inspection by any member at registered office of the Company and that of the respective Subsidiary Companies. The Company shall furnish a hard copy of details of financial statements of subsidiaries to any shareholder on demand. The financial statements of the subsidiary companies will also be available on the website of the Company: www.sterlitetechnologies.com

Additionally, the physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in sub-section (1) to Section 136 of the Companies Act, 2013, read with Clause 32 of the Listing Agreement, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address (es) for the purpose. Any shareholder/debenture holder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Office of the Company or to Registrar & Transfer Agents on its address as appearing in Corporate Governance section of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements, duly audited by Statutory Auditors, also forms part of this Annual Report.

EXPLANATION ON AUDITOR''S COMMENT

The paragraph titled "Basis for Qualified Opinion" in the Auditor''s Report and over Note No. 45 (A) in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. On Company''s appeal, the Hon''ble High Court directed that the appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The Hon''ble Supreme Court considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The status remains same and there was no development during the year under review. Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and this matter does not require any further provisioning.

REVISION OF ACCOUNTS FOR FY13-14

Your Company claims deduction for its R&D expenditure under provisions of the Income Tax Act, 1961 for which one of statutory requirement is to maintain the R&D expenditure separately in notes to accounts in the Annual Report.

In view of the above and in order to enable the Company to claim benefit of exemption, the Board of Directors in its meeting held on May 18, 2015 approved the revised annual accounts for the Financial Year ended March 31, 2014, incorporating the revised notes to the accounts and accordingly, the statutory auditors of the Company had issued their revised report thereto.

Approval of the shareholders to the revised annual accounts for the financial year ended March 31,2014, pursuant to applicable law, is also being sought and is included as part of the Notice convening the Annual General Meeting.

STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. As per Section 139 of the Companies Act, 2013, a Company can appoint an audit firm as auditor for not more than two terms of five consecutive years and for calculating this term, the period prior to the commencement of the Act shall also be taken into consideration. M/s. S R B C & Co. LLP, Chartered Accountants are Statutory Auditors of the Company from the Financial Year 2007-08. Considering the transition period allowed by Companies Act, 2013, M/s S R B C & Co., LLP can be appointed as the Statutory Auditors of the Company for a period of 2 years (FY 2015-16 to FY 2016-17), subject to ratification of Audit Committee, Board of Directors and shareholders every year till the time Auditors complete their term. It is proposed to appoint M/s. S R B C & Co. LLP, Chartered Accountants, (Firm Registration No. 324982E) as the Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company for the FY 2016-17. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit. As required under Clause 41 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Telecom and Power products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Mr. Kiran Naik, Cost Accountant, to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 2.25 lakhs. Mr. Kiran Naik has confirmed that his appointment is within the prescribed limits. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members'' approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor is included as part of the notice convening the Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, Dr. K.R. Chandratre, Practicing Company Secretary, was appointed to conduct the Secretarial Audit for the Financial Year ended March 31,2015. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per Clause 49 of Listing Agreement and relevant provisions of Companies Act, 2013.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions there on are presented to the Audit Committee of the Board. The Audit Committee also met the Company''s Statutory Auditors to ascertain their views on the financial statements, including financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by the Company.

BUSINESS RISK MANAGEMENT

In line with the new regulatory requirements, the Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which

help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments viz. Telecom and Power. The Audit Committee and Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of the Annual Report.

VIGILMECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower (WB) Policy to deal with instances of fraud and mismanagement, if any. The details of the WB Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance certifying the compliance of Clause 49 of the Listing Agreement is included in the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure IV.

NON-CONVERTIBLE DEBENTURES

In addition to the Non-Convertible Debentures issued by the Company in FY 2013-14, the Company has raised Rs. 200 Crores by issuing further Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs). The Company has maintained 100% asset cover sufficient to discharge the principal amount at all times for its NCDs. The Debentures are listed on the debt segment of BSE Limited as per the SEBI Guidelines and Debt Listing Agreement. The details of debenture trustee are -

Axis Trustee Services Limited

Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,

Mumbai - 400025, Maharashtra, INDIA.

Phone No. 91-22-24255216 Fax No. 91-22-24254200

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, is given as Annexure I and forms part of the Directors'' Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the full Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the full Annual Report. Details are provided as Annexure VII of this report.

Having regard to the provisions of the first proviso to section 136 (1) of the act and as advised, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email address and is available on the Company''s website.

EMPLOYEES STOCK OPTION SCHEME

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and June 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The Company allotted 2,34,720 shares during the year to various employees who exercised their options. The details of the options vested during the year under review are provided in Annexure II to this report, as required under Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The paid up Equity Share Capital as on March 31, 2015 was Rs. 78.81 Crores divided into 39.41 Equity Shares of Rs. 2 each. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (which are still applicable as the relevant sections under the Companies Act, 2013 are yet to be notified), relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 19, 2014 (date of last Annual General Meeting) on the website of the Company (www.sterlitetechnologies.com), as also on the Ministry of Corporate Affairs website.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Corporate Social Responsibility (CSR) Committee which comprises of Mr. Arun Todarwal, Chairman, Mr. A.R. Narayanaswamy, Mr. Pravin Agarwal and Dr. Anand Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee.

As part of its initiatives under "Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY2014-15.

During the year, the Company has spent Rs.1.35 crore (around 2.05% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed here with as "Annexure VI".

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Neither the Managing Director nor the Whole- time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e) No cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors

Pravin Agarwal Vice Chairman & Whole-time Director

Anand Agarwal CEO & Whole-time Director

Place: Pune Date: May 18, 2015

Mar 31, 2014

To the Members,

The Directors are pleased to present the Annual Report for the Financial Year 2013-14 together with the audited accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars 31 March 2014 31 March 2013

Net Revenue 2,726 3,354

Profit/(Loss) before Interest, Depreciation & Tax 271 260

Less: Interest 95 106

Less: Depreciation & amortization expense 103 86

Net Profit/(Loss) before Taxation 73 69

Total Tax Expenses 23 21

Net Profit/(Loss) for the year after tax 50 47

Balance carried forward from previous year 772 740

Amount available for appropriation 822 788

APPROPRIATIONS

Transfer to General Reserve 3 2

Transfer to Debenture Redemption Reserve 63 Â

Proposed Final Dividend 12 12

Provision for Tax on Dividend 2 2

Balance carried forward to the next year 743 772

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at March 31, 2014 and of the Profit of the Company for the Financial Year ended March 31, 2014;

iii. They have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the accounts on a "going concern" basis.

SUBSIDIARY COMPANIES AND JOINT VENTURES

The Company has following major Subsidiary and Joint Venture Companies, the details of which are given below Â

a. Jiangsu Sterlite Tongguang Fiber Co. Ltd. (JSTFCL)

The Company is a Joint Venture with Tongguang Group of China to set up an Optical Fiber Manufacturing Facility in China. During the year under review, JSTFCL commenced commercial production and achieved 90% capacity utilization. The Company also achieved ISO9001 certification. China market continues to contribute approximately 55% of the global optical fber market. JSTFCL will cater to 95% of Optical Fiber sales of STL in the China market in 2014-15 which will play a major role in driving future growth of the Company.

b. Sterlite Conduspar Industrial Ltda

During the year under review, the Company has entered into a Joint Venture with Conduspar Condutores Eletricos Limitada ("Conduspar") in Brazil. Conduspar is one of the largest companies in Brazil specializing in providing copper and aluminium cables for low and medium voltage applications in Latin America. The 50-50 Joint Venture entered between the Company and Conduspar (Sterlite Conduspar Industrial Ltda) will be a key milestone towards Sterlite''s global expansion strategy of its telecommunication business and is expected to commence production during mid of FY 2014-15.

c. Sterlite Grid Limited (SGL)

SGL is a wholly owned subsidiary of the Company incorporated to undertake power transmission (Grid) projects. SGL is currently executing power transmission system projects, Pan-India via its wholly-owned subsidiary companies awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis. In accordance with this, transmission lines would be commissioned and the Company would operate and maintain the same for a tenure of 25-35 years through project SPVs acquired through competitive bidding process.

d. Sterlite Display Technologies Private Limited (SDTPL)

SDTPL is subsidiary of the Company which was earlier exploring growth opportunities in glass manufacturing and other related products. During the period under review, the management of the Company decided to use this entity for making investments for various power transmission (Grid) projects. During the year under review, SDTPL has acquired two mega power transmission projects to establish the Transmission System for "Eastern Region System Strengthening Scheme Â VII" and "Part ATS of RAPP U-7&8 in Rajasthan".

e. Sterlite Networks Limited (SNL)

SNL provides ''Fiber-to-the-Premise (FTTP)'' networks on ''Open Access'' model in Telecom last mile, in chosen clusters (micro-markets) in top cities of India, on lease to carriers of High speed Internet, Voice, Video and Value added services. SNL operates in 7 major cities Mumbai, Bangalore, Chennai, Delhi, Noida, Ahmedabad and Pune, connecting 1,30,000 homes with 25,000 revenue generating homes with 99.17% network uptime. SNL has fled 45 Trademark applications for the mark FiON, 16 domestic and 5 international applications for Patents of which many have been published.

ACCOUNTS

In terms of the directions under Section 212(8) of the Companies Act, 1956, issued by the Ministry of Corporate Afairs vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively read with General Circular No. 8/2014 dated April 4, 2014 granting general exemption from applicability of Section 212 of the Companies Act, 1956 in relation to subsidiaries, copies of the Financial

Statements including the audited Balance Sheet, the Statement of Profit & Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member at registered ofce of the Company and that of the respective Subsidiary Companies. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The annual accounts of the subsidiary companies will also be available on the Website of the Company www.sterlitetechnologies.com.

Additionally, the physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to Section 219 of the Companies Act, 1956, read with Clause 32 of the Listing Agreement, is being sent to all the shareholders/debenture holders of the Company who have not registered their email address (es) for the purpose. Any shareholder/debenture holder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Ofce of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements, duly audited by Statutory Auditors, also forms part of this Annual Report.

EXPLANATION ON AUDITOR''S COMMENT

The paragraph titled "Basis for Qualifed Opinion" in the Auditor''s Report and Note No. 43 (A) in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to

Export Oriented Unit (EOU). The Company had fled an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. On Company''s appeal, the Hon''ble High Court directed that the appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had fled a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The Hon''ble Supreme Court considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. The status remains same and there was no development during the year under review.

Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and this matter does not require any further provisioning.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants hold ofce till the conclusion of the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. As per Section 139 of the Companies Act, 2013, a Company can appoint an audit firm as auditor for not more than two terms of five consecutive years and for calculating this term, the period prior to the commencement of the Act shall also be taken into consideration. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants are Statutory Auditors of the Company from the Financial Year 2007- 08. Considering the transition period of 3 years allowed by Companies Act, 2013, M/s S. R. Batliboi & Co., LLP can be appointed as the Statutory Auditors of the Company for a period of 3 years (FY 2014-15 to FY 2016-17), subject to ratifcation of Audit Committee, Board of Directors and shareholders every year till the time Auditors complete their term.

It is proposed to appoint M/s. S R B C & Co. LLP., Chartered Accountants, (Firm Registration No. 324982E) as the Statutory Auditors to hold ofce from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The

Company has received intimation to the efect that, proposed re-appointment, if made, would be within the prescribed limit.

COST AUDITORS

The Company had appointed M/s. Ashwin Solanki & Associates, Cost Accountants to audit the cost accounts related to the Company''s products, Electric Cables & Conductors and compliance report for other products of the Company for FY 2012-13. The due date for fling the above cost audit reports was September 30, 2013; the actual date of fling was September 27, 2013. Due to resignation of earlier Cost Auditor, the Company has appointed Mr. Kiran Naik, Cost Accountant as the Cost Auditor of Company for the Financial Year 2013-14 and 2014-15.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certifcate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, Dr. K.R. Chandratre, Practicing Company Secretary, was appointed to conduct the Secretarial Audit for the financial year ended March 31, 2014. The Secretarial Audit Report is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, all the Regulations and Guidelines of SEBI as applicable to the Company, including The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has raised Rs. 250 Crores as long term debt by issuing Secured, Rated, Listed, Redeemable,

Non-Convertible Debentures (NCDs). The Debentures are listed on the debt segment of Bombay Stock Exchange as per the SEBI Guidelines and Debt Listing Agreement. The details of debenture trustee are Â

Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound,

Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, INDIA Phone No. 91-22-24255216 Fax No. 91-22- 24254200

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011 forms part of the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at Registered Ofce of the Company.

EMPLOYEES STOCK OPTION SCHEME

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and June 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The Company allotted 385,146 shares during the year to various employees who exercised their options.

The details of the options vested during the year under review are provided in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The Company has received a certifcate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certifcate would be placed at the Annual General Meeting for inspection by members.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 6, 2013 (date of last Annual General Meeting) on the website of the Company (www.sterlitetechnologies.com), as also on the Ministry of Corporate Afairs website.

CORPORATE SOCIAL RESPONSIBILITY

The Company inter alia works in the felds of education for the under privileged and women- empowerment by giving vocational training for those below poverty-line. The Annual report contains write-up on the CSR activities of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors

Pravin Agarwal Anand Agarwal

Whole-time Director CEO & Whole-time Director

Place: Pune

Date: April 30, 2014

Mar 31, 2013

To the Members,

The Directors are pleased to present the Annual Report for the financial year 2012-13 together with the audited accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

Rs. in Crores

Particulars 2012-13 2011-12

Net Revenue 3354 2,727

Profit/(Loss) before Interest, Depreciation & Tax 260 223

Less: Interest 106 95

Less: Depreciation 86 71

Net Profit/(Loss) before taxation 69 57

Provision for Taxation:

Current Tax 15 18

Earlier Year Tax / (Written Back) (6) 5

Minimum Alternative Tax eligible for Set Off (1) (18)

Deferred Tax (Credit) 14 8

Net Profit /(Loss) for the year after tax 47 44

Balance carried forward from previous year 740 712

Amount available for appropriation 788 756

APPROPRIATIONS

Transfer to General Reserve 2 2

Proposed Dividend 12 12

Provision for Tax on Dividend 2 2

Balance carried forward to the next year 772 740

PERFORMANCE

Fiscal year 2012-13 closed with Revenues of Rs. 3354 Crores, EBITDA of Rs. 260 Crores, PAT of Rs. 47 Crores and EBITDA margins of 8%. The Telecom business had revenues of Rs. 1,056 Crores at an EBITDA margin of 15.74% and the power business had revenues of Rs. 2,230 Crores at an EBITDA margin of 4.22%.

The detailed analysis of Company''s operations and segment- wise performance is covered under ''Management Discussion & Analysis Report''.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 15% (Rs. 0.30 per share of Rs. 2/- each) for the financial year 2012-13. The distribution of dividend will result in payout of Rs. 11.80 Crores excluding tax on dividend.

EMPLOYEES STOCK OPTION SCHEME

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and June 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The details of the options vested during the year under review are provided in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. In July 2012, 26,68,800 options were granted under ESOS 2010; however, all the options lapsed for not meeting the vesting criteria.

SUBSIDIARY COMPANIES AND JOINT VENTURES

At the end of the year, the Company has nine Subsidiary Companies and two Joint Ventures, the details of which are given below:

a. Sterlite Grid Limited (SGL)

SGL is a wholly owned subsidiary of the Company incorporated to undertake power transmission (IPTC) projects. SGL is currently executing multi-Million dollar power transmission system projects, Pan-India via its wholly-owned subsidiary companies, awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis. In accordance with this, transmission lines would be commissioned and the Company would operate and maintain the same for a minimum tenure of 35 years through project SPVs acquired through competitive bidding process.

b. East-North Interconnection Company Limited (ENICL)

ENICL project involves establishment of two 400 kV Double Circuit transmission lines that would respectively connect the Indian states of Assam with West Bengal and Bihar.

This project has 18 identified beneficiaries (mainly SEBs in the states of Rajasthan, Punjab, Haryana, Uttaranchal and the city of Delhi), who would be directly benefitted by this project. Out of the two lines, one line will be operational in the first quarter of the FY 2013-14, while the second line will be operational in the third quarter of the FY 2013-14.

c. Bhopal Dhule Transmission Company Limited (BDTCL)

BDTCL project involves establishment of four 765 kV Single Circuit and two 400 kV Double Circuit transmission lines that would strengthen the transmission system in the Indian states of Madhya Pradesh, Maharashtra and Gujarat. The project is expected to be completed before the end of March 2014.

d. Jabalpur Transmission Company Limited (JTCL)

JTCL project involves establishment of a 765 kV Double Circuit and a 765 kV Single Circuit transmission line each, that would strengthen the transmission system in the Indian states of Chhattisgarh and Madhya Pradesh. The project is expected to be completed before March 2014.

The Company achieved financial closure during the year.

e. Jiangsu Sterlite Tongguang Fiber Co. Ltd. (JSTFCL)

The Company is a Joint Venture with Tongguang Group of China to set up an Optical Fiber Manufacturing Facility in China. During the year under review, JSTFCL commenced the production of optical fiber at their new facility located at Haimen, Jiangsu Province, China.

f. Sterlite Display Technologies Private Limited (SDTPL)

The Company is currently exploring various growth opportunities including liquid crystal displays (LCDs) glass manufacturing and other related products.

g. Sterlite Networks Limited (SNL)

SNL is providing shared last mile infrastructure for Broadband connectivity, dark fiber and duct space leasing, tower fiber connectivity, backhaul connectivity, wifi - hot spots, DAS / IBS etc. Under the FiONÂ brand, SNL has created FTTX infrastructure in 6 major cities pan-India, connecting over 70,000 homes, serving 6500 subscribers from all major Telecom Service Providers like Airtel, Tata, Spectranet, etc.

SNL, in less than 2 years of its existence, has filed 14 domestic and 5 international applications for patents. Several other Intellectual Property applications are in pipeline.

h. Maharashtra Transmission Communication Infrastructure Limited (MTCIL)

MTCIL, incorporated in August 2012, is a Joint Venture (JV) between Maharashtra State Electricity Transmission Company Limited (MSETCL). MTCIL which is held 51% by your Company, was formed with the objective of establishing an OPGW-based communication network over MSETCL''s EHV transmission infrastructure in the state of Maharashtra.

i. Sterlite Global Ventures (Mauritius) Limited (SGVML)

SGVML holds downstream investment of the Company made in Jiangsu Sterlite Tongguang Fiber Co. Ltd.

j. Sterlite Technologies Americas, LLC (STA)

STA is a limited liability company set up in USA to carry the business operations in USA.

k. Sterlite Technologies Europe Ventures Limited - Cyprus (STEVL)

STEVL, incorporated in Cyprus is a wholly owned subsidiary of the Company, with an objective to carry on business operations in the European Union.

CORPORATE SOCIAL RESPONSIBILITY

The Company decided to have a dedicated set-up in the form of charitable trust, to carry-on the CSR activities and accordingly constituted a trust viz. ''Sterlite Tech Foundation''. The trust principally works in the fields of education for the under privileged, women-empowerment by giving vocational training for those below poverty-line. The Annual report contains a special write-up on the CSR activities of the Company.

ACCOUNTS

In terms of the directions under Section 212(8) of the Companies Act, 1956, issued by the Ministry of Corporate Affairs vide General Circular No. 2/2011 dated February 8, 2011 granting general exemption from applicability of Section 212 of the Companies Act, 1956 in relation to subsidiaries; copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member at registered office at Sterlite Technologies Limited, Survey No 68/1, Rakholi Village, Madhuban Dam Road, Silvassa-396230, Union Territory of Dadra and Nagar Haveli, India. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The annual accounts of the subsidiary companies will also be available on the Website of the Company www. sterlitetechnologies.com.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 as prescribed by Companies (Accounting Standards) Rules, 2006 issued by Ministry of Corporate Affairs, Disclosure on "related party transaction", duly audited by Statutory Auditors, also forms part of this Annual Report.

Further, physical (hard) copies of the statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to Section 219 of the Companies Act, 1956, read with Clause 32 of the Listing Agreement, is being sent to all the shareholders of the Company who have not registered their e-mail address(es) for the purpose. Any shareholder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Office of the Company.

EXPLANATION ON AUDITOR''S COMMENT

The remark of Auditors at basis for Qualified Opinion paragraph of the Auditor''s Report over Note No. 43 (A) in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 Crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 Crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Hon''ble High Court of Bombay against this order.

The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Company''s appeal against this order was dismissed by the Hon''ble High Court on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The Hon''ble Supreme Court considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court.

Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and it has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

During the year, the Company expanded the Board by adding two new Directors viz. Mr. C. V. Krishnan as an Independent Director and Mr. Pratik Agarwal as non executive director, who pertains to Promoter group. By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Agarwal and Mr. Haigreve Khaitan retire by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended March 31, 2013;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a "going concern" basis.

AUDITORS

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received intimation to the effect that, proposed re- appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The Company had appointed M/s. Ashwin Solanki & Associates, Cost Accountants to audit the cost accounts related to the Company''s products, Electric Cables & Conductors and compliance report for other products of the Company for FY 2011-12. The due date for filing the above cost audit reports was February 28, 2013 as extended by Ministry of Corporate Affairs vide its circular dated January 31, 2013; the actual date of filing was January 30, 2013. The Company has reappointed M/s. Ashwin Solanki & Associates, Cost Accountants for the FY 2012-13

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011 forms part of the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company. Your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Pravin Agarwal Anand Agarwal

Whole-time Director CEO & Whole-time Director

Place: Mumbai

Date: April 26, 2013

Mar 31, 2012

The Directors are pleased to present the Annual Report for the financial year 2011-12 together with the audited accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars 2011-12 2010-11

Net Revenue 2,727 2,263

Profit / (Loss) before Interest, Depreciation & Tax 223 282

Less: Interest 95 47

Less: Depreciation 71 56

Net Profit/(Loss) before taxation 57 178

Provision for Taxation:

Current Tax 18 32

Earlier Year Tax / (Written Back) 5 -

Minimum Alternative Tax eligible for Set Of (18) (0.2)

Deferred Tax (Credit) 8 6

Net Profit /(Loss) for the year after tax 44 141

Net Profit /(Loss) for the year after tax (after prior period depreciation) 44 141

Balance carried forward from previous year 712 608

Amount available for appropriation 756 749

APPROPRIATIONS

Transfer to General Reserve 2 14

Proposed Dividend 12 20

Provision for Tax on Dividend 2 3.1

Balance carried forward to the next year 740 712

PERFORMANCE

Fiscal year 2011-12 closed with Revenues of Rs. 2,727 Crores, EBITDA of Rs. 223 Crores, PAT of Rs. 44 Crores and EBITDA margins of 8.2 %. The telecom business earned revenues of Rs. 804 Crores at an EBITDA margin of 17.3% and the power business earned revenues of Rs. 1,923 Crores at an EBITDA margin of 4.4%.

During the year, good Tier-1 clients were added for all businesses, across geographies. Revenue from international sales in FY 12 accounted for Rs. 803 Crores, which is 29% of net revenues in FY 12 and this has been achieved with a right mix of repeat orders from current clients and addition of new eminent global clients.

During the year, Sterlite increased the breadth of its portfolio by introducing new products and solutions etc. The Company has enhanced its intellectual property portfolio with the grant of 11more patents, taking the total up to 44.

The detailed analysis of Company''s operations and segment- wise performance is covered under ''Management Discussion & Analysis Report''.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 15% (Rs. 0.30 per share of Rs. 2/- each) for the financial year 2011-12. The distribution of dividend will result in payout of Rs. 11.80 Crores excluding tax on dividend.

EMPLOYEES STOCK OPTION SCHEME

As the members are aware, the Company had launched Employee Stock Option Schemes for the employees in June 2006 (ESOP 2006) and June 2010 (ESOP 2010) respectively, in line with Company''s philosophy of sharing Benefits of growth with the growth drivers. The details of the options vested during the year under review are provided in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. During the year 22,24,000 options were granted on December 29, 2011 under ESOP 2010.

SUBSIDIARY COMPANIES

The Company has ten Subsidiary Companies, the details of which are given below:

a. Sterlite Display Technologies Private Limited (SDTPL)

The Company is currently exploring on new business opportunities including liquid crystal display (LCD) glass manufacturing and other related products.

b. Sterlite Infra-Tech Limited (SITL)

To achieve operational efficiencies, the management decided to merge SITL in the Company. The Hon''ble Court vide its order dated October 21, 2011 approved the Amalgamation wherein the appointed date was April 1, 2011 which is now in effect.

c. Sterlite Grid Limited (SGL)

During the year under review, the name and legal status of Sterlite Transmission Projects Private Limited was changed to Sterlite Grid Limited (SGL). SGL is a wholly owned subsidiary of the Company incorporated as Special Purpose Vehicle for transmission projects. SGL is currently executing two mega power transmission projects via its fully owned subsidiary companies Bhopal Dhule Transmission Company Limited (BDTCL) and Jabalpur Transmission Company Limited (JTCL). Sterlite Grid''s current transmission portfolio consists of a network of about 2200 kilometers of transmission lines and 2 substations in the States of Maharashtra, Gujarat, Madhya Pradesh, Chhattisgarh, West Bengal, Bihar and Assam.

d. East-North Interconnection Company Limited (ENICL)

ENICL project involves establishment of two 400 kV Double Circuit transmission lines that would respectively connect the Indian states of Assam with West Bengal and Bihar. The project, under construction phase, is on schedule with expected commencement date before March 2013.

e. Bhopal Dhule Transmission Company Limited (BDTCL)

BDTCL project involves establishment of four 765 kV Single Circuit and two 400 kV Double Circuit transmission lines that would strengthen the transmission system in the Indian states of Madhya Pradesh, Maharashtra and Gujarat. The project has been awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis, wherein the transmission lines would be commissioned and the Company would operate and maintain the same for a minimum tenure of 35 years. The project, under construction phase, is on schedule with expected commencement date before March 2014.

f. Jabalpur Transmission Company Limited (JTCL)

JTCL project involves establishment of a 765 kV Double Circuit and a 765 kV Single Circuit transmission line each, that would strengthen the transmission system in the Indian states of Chhattisgarh and Madhya Pradesh. The project has been awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis, wherein the transmission lines would be commissioned and the Company would operate and maintain the same for a minimum tenure of 35 years. The project, under construction phase, is on schedule with expected commencement date before March 2014.

g. Jiangsu Sterlite Tongguang Fiber Co. Ltd. (JSTFCL)

The Company is a Joint Venture with Tongguang Group of China to set up an Optical Fiber Manufacturing Facility in China. During the year under review JSTFCL has started construction of the factory along with required ancillary facilities. The Project is moving as per Schedule and the commencement of commercial production is expected during second half of this financial year.

h. Sterlite Networks Limited (SNL)

SNL is a 100% wholly owned subsidiary of the Company that undertakes business operations in the telecom sector. It serves as an infrastructure provider, providing dark fibre, right of way, duct space, tower (IP Category 1), electronic mail and voice mail services. Major highlights during the year include 25,000 homes connected through networks, launch of the ''FION'' brand, and partnership with BSNL for its FTTH rollout in Chennai.

i. Sterlite Global Ventures (Mauritius) Limited (SGVML)

SGVML holds downstream investments of the Company made in Jiangsu Sterlite Tongguang Fiber Co. Ltd.

j. Sterlite Technologies American, LLC (STA)

STA is a limited liability corporation set up in USA to carry and manage the business operations in the Americas geographies. The Company will be operational during the current year.

k. Sterlite Technologies Europe Ventures Limited - Cyprus (STEVL)

STEVL, incorporated in Cyprus is a 100% wholly owned subsidiary of the Company, with an objective to carry on business operations in the European Union.

In terms of the directions under Section 212(8) of the Companies Act, 1956, issued by the Ministry of Corporate Affairs vide General Circular No. 2/2011 dated February 8, 2011 granting general exemption from applicability of Section 212 of the Companies Act, 1956 in relation to subsidiaries; copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member at registered office at Sterlite Technologies Limited, Survey No. 68/1, Rakholi Village, Madhuban Dam Road, Silvassa Â 396230 Union Territory of Dadra & Nagar Haveli, India. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The annual accounts of the subsidiary companies will also be available on the Website of the Company www.sterlitetechnologies.com

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 as prescribed by Companies (Accounting Standards) Rules, 2006 issued by Ministry of Corporate Affairs, Disclosure on "related party transaction", duly audited by Statutory Auditors, also forms part of this Annual Report.

EXPLANATION ON AUDITOR''S COMMENT

The remark of Auditors at Para 4 (vi) & (vii) of the Auditor''s Report over Note No. 44 in Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 Crores is self-explanatory and does not require further comment.

In the year 2004-05, CESTAT upheld the demand of Rs. 188 Crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filled an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Company''s appeal against this order was dismissed by the Hon''ble High Court on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filled a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The Hon''ble Supreme Court considering that the departmental appeal against the CESTAT order was still pending before the High Court, disposed of the Special Leave Petition of the Company and directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court. Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and it has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arun Todarwal and Mr. A. R. Narayanaswamy retire by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of Affairs of the Company as on March 31, 2012 and of the Profit of the Company for the financial year ended March 31, 2012;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a "going concern" basis.

AUDITORS

M/s. S.R. Batliboi & Co., Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Company had appointed M/s. Ashwin Solanki & Associates, Cost Accountants to audit the cost accounts related to the Company''s products, Electric Cables & Conductors for 2010-11. The due date for fi- ling the above cost audit reports was September 30, 2011; the actual date of filing was September 9, 2011. The Company has reappointed M/s. Ashwin Solanki & Associates, Cost Accountants for the FY 2011-12.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011 forms part of the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at Registered Office of the Company.

ABRIDGED REPORT

Physical (Hard) Copy of the statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to Section 219 of the Companies Act, 1956, read with Clause 32 of the Listing Agreement, is being sent to all shareholders of the Company who have not registered their email address(es) for the purpose. Any shareholder interested in obtaining physical copies of full annual report may write to the "Company Secretary" at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company. Your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Pravin Agarwal Anand Agarwal

Whole-time Director CEO & Whole-time Director

Place: Pune

Date: April 26, 2012

Mar 31, 2011

To the Members,

The Directors are pleased to present the Annual Report together with the audited accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in crores)

Particulars 2010-11 2009-10

Net Revenue 2,263 2,432

Profit / (Loss) before Interest, Depreciation & Tax 282 404

Less: Interest 47 38

Less: Depreciation 56 48

Net Profit/(Loss) before taxation 178 318

Provision for Taxation:

Current Tax 32 58

Earlier Year Tax / (Written Back) - 11

Minimum Alternative Tax eligible for Set Off (0.2) (2.0)

Deferred Tax (Credit) 6 4

Net Profit /(Loss) for the year after tax 141 246

Net Profit /(Loss) for the year after tax 141 246 (after prior period depreciation)

Balance carried forward from previous year 608 407

Amount available for appropriation 749 654

APPROPRIATIONS

Transfer to General Reserve 14 25

Proposed Dividend 20 18

Provision for Tax for Dividend 3.1 3.0

Balance carried forward to the next year 712 608

PERFORMANCE

Fiscal year 2010-11 closed with revenues of Rs. 2,263 crores, EBITDA of Rs. 282 crores, PAT of Rs. 141 crores and EBITDA margins of 12%. The telecom business revenues of Rs. 657 crores at an EBITDA margin of 26% and the power business revenues of Rs. 1,606 crores at an EBITDA margin of 7%.

The Company achieved the highest sales volumes historically for all its core businesses - power conductors, optical fibers and telecommunication cables.

During the year, good Tier-1 clients were added for all businesses, across geographies. Revenue from international sales in FY11 accounted for Rs. 700 crores, which is 31% of net revenues in FY10 and this has been achieved with a right mix of repeat orders from current clients and addition of new eminent global clients.

Sterlite has achieved its target capacity expansion of 160,000 MT for power conductors, through productivity enhancements at its facilities at Rakholi and Haridwar and with the set- up of a green-field facility at Jharsuguda, Orissa.

The Company''s ongoing capital project for capacity enhancement of optical fiber to 20 million- km is well on track for completion and is expected to be fully operational during FY12.

As part of its efforts to enhance its global footprint, Sterlite formed a joint venture company Jiangsu Sterlite Tongguang Fiber Company Limited in China to manufacture, market and distribute optical fiber used in the production of fiber optic cables.

During the year, Sterlite increased the breadth of its portfolio by introducing new products and solutions like bend-free fiber, OPGW cables and FTTx solutions. The Company has enhanced its intellectual property portfolio with the grant of 7 more patents, taking the total up to 30.

A detailed analysis of the Company''s operations and segment-wise performance is covered under ''Management Discussion and Analysis Report''.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 25% (Rs. 0.50 per share of Rs. 2/- each) for the financial year 2010-11. The distribution of dividend will result in payout of Rs. 19.65 crores excluding tax on dividend.

SHIFTING OF REGISTERED OFFICE FROM STATE OF MAHARASHTRA TO THE UNION TERRITORY OF DADRA AND NAGAR HAVELI

The shareholders of the Company had approved by postal ballot, shifting of the registered office of the Company from the State of Maharashtra to the Union Territory of Dadra and Nagar Haveli. The Company Law Board vide its order dated June 30, 2010 confirmed the same.

INFUSION OF FUNDS BY PROMOTERS

Since 2006, your promoters have been supporting the business by infusing funds in the form of contributing to equity. Pursuant to the shareholders approval, the Company had on October 8, 2009 made a preferential allotment of 73,00,000 warrants, convertible into equity shares to Twin Star Overseas Limited, a promoter entity, as per SEBI Guidelines.

On April 7, 2011, 18,250,000 equity shares were allotted (after considering share split from face value of Rs. 5 each to Rs. 2 each) to promoters and also equal number of equity shares were allotted as bonus shares (in the ratio of 1:1) pursuant to approval of shareholders. The total holding of Twin Star Overseas Limited, after conversion and bonus has increased from 17,29,02,750 equity shares (48.52%) to 20,94,02,750 equity shares (53.31%).

EMPLOYEES STOCK OPTION SCHEME

The Company had launched an Employee Stock Option Scheme for the employees (ESOP- 2006) in June 2006 in line with Company''s philosophy of sharing benefits of growth with the growth drivers. The details of the options vested during the year under review are provided in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. During the year, no fresh options were granted.

SUBSIDIARY COMPANIES

As at year-end, the Company has eight Subsidiary Companies, the details of which are given below:

(a) Sterlite Display Technologies Private Limited (formally, Sterlite Infrastructure Private Limited)

During the year, the Company increased its holding in Sterlite Display Technologies Private Limited (SDTPL) from 58.70% to 85.34%.

SDTPL initially had plans to enter into a business of a telecom service provider. The Company is currently working on various growth opportunities including liquid crystal displays (LCDs) glass manufacturing and other related products.

(b) Sterlite Infra-Tech Limited

As reported in the previous year''s report, Sterlite Infra-Tech Limited (SITL) was floated for capacity expansion of optical fiber manufacturing under the SEZ scheme. The manufacturing facility at Shendra, Aurangabad is in the final stage of completion and is expected to begin commercial production in first quarter of financial year 2011-12.

(c) Sterlite Transmission Projects Private Limited

During the year, the Company floated wholly-owned subsidiary viz. Sterlite Transmission Projects Private Limited (STPPL) with the objective of consolidating all the bulk power transmission business under one entity.

STPPL has been aggressively participating in competitive bidding process under Independent Power Transmission model. STPPL was awarded two mega projects to establish the Transmission System associated with "System Strengthening Common for Western Region & Northern Region" and "System Strengthening for Western Region", by PFC Consulting Limited, a subsidiary of Power Finance Corporation of India Limited.

(d) East-North Interconnection Company Limited

As reported in the previous year, East-North Interconnection Company Limited (ENICL), a special purpose vehicle created for the East-North interconnection mega transmission project was acquired during FY10. The project involves establishment of two 400 kV Double Circuit transmission lines that would respectively connect the Indian states of Assam with West Bengal and Bihar.

The project has been awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis, wherein the transmission lines would be commissioned within 3 years and the Company would operate and maintain the same for a minimum tenure of 25 years.

During the year, ENICL successfully achieved the financial closure of Rs. 700 crores Debt Syndication for the said project.

(e) Bhopal Dhule Transmission Company Limited

STPPL acquired the entire holding of Bhopal Dhule Transmission Company Limited (BDTCL) from PFC Consulting Limited, a subsidiary of Power Finance Corporation of India. BDTCL is a special purpose vehicle created for the Project to establish the Transmission System associated with ''System Strengthening for Western Region''. This project involves establishment of four 765 kV Single Circuit and two 400 kV Double Circuit transmission lines that would strengthen the transmission system in the Indian states of Madhya Pradesh, Maharashtra and Gujarat.

The project has been awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis, wherein the transmission lines would be commissioned within 3 years and the Company would operate and maintain the same for a minimum tenure of 35 years thereafter.

(f) Jabalpur Transmission Company Limited

STPPL also acquired the entire holding of Jabalpur Transmission Company Limited (JTCL) from PFC Consulting Limited, a subsidiary of Power Finance Corporation of India. JTCL is a special purpose vehicle created for the Project to establish the Transmission System associated with ''System Strengthening Common for Western Region & Northern Region''. This project involves establishment of a 765 kV Double Circuit and a 765 kV Single Circuit transmission line each, that would strengthen the transmission system in the Indian states of Chhattisgarh and Madhya Pradesh.

The project has been awarded on a ''Build, Own, Operate and Maintain'' (BOOM) basis, wherein the transmission lines would be commissioned within 3 years and the Company would operate and maintain the same for a minimum tenure of 35 years thereafter.

(g) Jiangsu Sterlite Tongguang Fiber Co. Limited

The Company has entered into Joint Venture with Tongguang Group of China to set up an optical fiber manufacturing facility in China. For this purpose a Joint Venture entity by the name Jiangsu Sterlite Tongguang Fiber Co. Limited (JSTFCL) was incorporated in January 2011. JSTFCL is expected to start commercial production during second half of the current Financial Year.

(h) Sterlite Global Ventures (Mauritius) Limited

The Company floated a special purpose vehicle named Sterlite Global Ventures (Mauritius) Limited (SGVML) to hold downstream investments in overseas subsidiaries of the Company, including Jiangsu Sterlite Tongguang Fiber Co. Limited.

In terms of the directions under Section 212(8) of the Companies Act, 1956, issued by the Ministry of Corporate Affairs vide General Circular No. 2/2011 dated February 8, 2011 granting general exemption from applicability of Section 212 of the Companies Act, 1956 in relation to subsidiaries; copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available, upon request, to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member at head office at Sterlite Technologies Limited, 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune 411001, Maharashtra, India. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 as prescribed by Companies (Accounting Standards) Rules, 2006 issued by Ministry of Corporate Affairs and duly audited by Statutory Auditors, also forms part of this Annual Report.

EXPLANATION ON AUDITOR''S COMMENT

The remark of Auditors at Para 4 (vi) & (vii) of the Auditor''s Report over Note No. 8 in Schedule 21 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had filed an appeal before the Hon''ble High Court of Bombay against this order. The Department had also made an appeal against the same CESTAT order before the High Court of Bombay. The Company''s appeal against this order was dismissed by the Hon''ble High Court on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Subsequently, the Company had filed a Special Leave Petition (SLP) and appeal before the Supreme Court of India which was admitted by the Court. Hon''ble Supreme Court has also maintained the stay granted by Hon''ble High Court.

The SLP came up for final hearing in February 2011 when it was pointed out to the Court that the departmental appeal against the CESTAT order was still pending before the High Court. The Hon''ble Supreme Court while disposing of the Special Leave Petition of the Company directed that the records of the departmental appeal be transferred to the Supreme Court and both the Appeals i.e. Departmental Appeal as well as Civil Appeal of the Company be heard together by the Supreme Court.

Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and it has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Agarwal and Mr. Haigreve Khaitan retire by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis has been attached and forms part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of corporate governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the financial year ended March 31, 2011;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a ''going concern'' basis.

GROUP

The persons constituting group within definition of ''group'' for the purpose of Regulation 3(1) (e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 include the following:

1. Volcan Investments Limited, Bahamas

2. Twin Star Overseas Limited, Mauritius

3. Mr. Dwarkaprasad Agarwal

4. Mr. Agnivesh Agarwal

STATUTORY AUDITORS

M/s S. R. Batliboi & Co., Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Company had appointed M/s Ashwin Solanki & Associates, Cost Accountants, to audit the cost accounts related to the Company''s products, namely, Electric Cables & Conductors, for 2009-10. The due date for filing the above cost audit reports was September 30, 2010; the actual date of filing was September 7, 2010. The Company has reappointed M/s Ashwin Solanki & Associates, Cost Accountants, for the Financial Year 2010-11.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011 forms part of the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the ''Company Secretary'' at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company. Last but not the least, your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Mumbai Anil Agarwal

April 29, 2011 Chairman

Mar 31, 2010

RESULTS OF OPERATIONS

(Rs. in Crores)

Particulars 2009-10 2008-09

Net Revenues 2,431.63 2,289.23

Proft / (Loss) before Interest, Depreciation & Tax 403.83 240.31

Less: Interest 38.12 88.00

Less: Depreciation 48.27 42.52

Net Proft/(Loss) before taxation 317.45 107.31

Provision for Taxation:

Current Tax 58.24 12.51

Earlier Year Tax / (Written Back) 10.93 0.83

Minimum Alternative Tax eligible for Set Of (2.00) (11.66)

Deferred Tax (Credit) 4.21 16.73

Fringe Beneft Tax - 0.88

Net Proft /(Loss) for the year after tax 246.07 88.02

Net Proft /(Loss) for the year after tax (after prior period depreciation) 246.07 90.15

Balance carried forward from previous year 407.39 335.70

Amount available for appropriation 653.46 425.85

AppRopRiATionS

Transfer to General Reserve 24.61 9.02

Proposed Dividend 17.78 8.07

Provision for Tax for Dividend 3.02 1.37

Balance carried forward to the next year 608.05 407.39

To the Members, Your Directors are pleased to present Sterlite TechnologiesAnnual Report, together with the audited accounts of your Company for the year ended March 31, 2010.

PERFORANCE

During the year, your Company registered net revenues of Rs. 2,432 Crores as against Rs. 2,289 Crores in the previous year. The revenue from the power business was Rs. 1,525 Crores in the current year vis-Â-vis Rs. 1,473 Crores in the previous financial year. The revenue from the telecom business increased to Rs. 907 Crores in the current year, from Rs. 816 Crores in the previous fiscal.

The EBITDA of your Company showed a significant growth rate of 68% year on year, growing to Rs. 404 Crores from Rs. 240 Crores in the previous year. The profits of your Company after providing for interest, depreciation and tax increased to Rs. 246 Crores in the current year; a very impressive increase from Rs. 90 Crores in the previous fiscal.

The ongoing capital projects for expansion of the optical fiber manufacturing capacity to 12 million-fkm per annum is nearing completion and is expected to be fully commissioned during the fiscal year 2010-11. The capacity expansion for power conductors to 160,000 Metric Tons is also expected to be completed in early FY11.

Your Company continued to focus on global market penetration and increase in market share by enhancing the manufacturing capacities in the existing businesses. In line with this, during the year 2009-10, your Company announced a further capacity enhancement of optical fiber from 12 million-fkm per annum to 20 million-fkm per annum. This capacity expansion is anticipated to complete by the end of FY 2011-12, making your Company the third largest manufacturing capacity in the world.

As a part of aforesaid Optical Fiber expansion plans, your Company also floated a new wholly owned subsidiary named Sterlite Infra Tech Limited, with the objective of setting up a green field facility for optical fiber at Aurangabad in a Special Economic Zone (SEZ). Direct ors Speak Compiled by : Religare Technova Global Solutions Limited

INDEPENDENT POWER TRANSMISSION BUSINESS

The Ministry of Power, Government of India, has initiated a scheme for development of Independent Power Transmission projects through private sector participation, for evacuation of power from the generation stations, strengthening of the grid and transmission of power from pooling stations to the other grid stations and load centres. This offers a good opportunity for business and due to Companys understanding of the power sector, there is a unique synergy of this business and the Companys existing business line in power conductors.

The Company had participated in some of these business opportunities during the year and was successful in winning Indias first mega independent power transmission project.

The East-North Interconnection Mega Transmission Project, which aims to evacuate power from the North-East and Eastern states to the Northern region of India, is the first Mega Independent Power Transmission Project awarded in India. The project involves establishment of two 400KV double circuit transmission lines that would respectively connect the Indian states of Assam with West Bengal and Bihar. This project was awarded to Sterlite Technologies on a `Build, Own, Operate and Maintain (BOOM) basis.

Your Company will be exploring similar opportunities in independent power transmission projects, thereby leveraging the inherent expertise in project execution, to build a sustainable stream of revenue in the long-term and enhance shareholder value. The detailed analysis of Companys operations and segment-wise performance is covered under the `Management Discussion & Analysis Report.

SUB-DIVISION(SPLIT) OF EQUITY SHARES AND ISSU OF BONUS SHARES

During the year, the equity shares of your Company of the face value of Rs. 5/- each were sub-divided into face value of Rs. 2/- each and subsequently, bonus shares were alloted in the ratio of one equity share for one equity share held. This is in line with your Companys philosophy of creating value for its shareholders and sharing the benefits of growth on a sustained basis.

DIVIDED

Your Board of Directors is pleased to recommend a dividend of 25% (Rs. 0.50 per share of Rs. 2/- each) for the financial year 2009-10. The distribution of dividend will result in payout of Rs. 17.78 Crores excluding tax on dividend.

SHIFTING OF REGISTERED OFFICE FROM THE STATE MAHARASHTRA TO THE UNION TERRITORY OF DADRA AND NAGAR HAVELI

Subject to the approval of the Central Government (Company Law Board), the shareholders of your Company had approved through postal ballot, the shifting of the registered office from the State of Maharashtra to the Union Territory of Dadra and Nagar Haveli. Your Company is awaiting approval from Company Law Board, Mumbai for the same and expects to complete the process in the near future.

PREFERNTIAL ALLOMENT

As approved by the shareholders, your Company has made a preferential allotment of 64,50,000 share warrants and 73,00,000 share warrants to Twinstar Overseas Limited, a Promoter of the Company, on August 8, 2009 and October 8, 2009, respectively. Of this, 6,450,000 (16,125,000 after considering share split from face value of Rs. 5 each to Rs. 2 each) share warrants have been converted into an equal number of equity shares on March 29, 2010. Bonus shares in the ratio of 1:1 have also been alloted on these shares. The balance warrants outstanding as at March 31, 2010 aggregating 7,300,000 (18,250,000 after considering share split from face value of Rs. 5 each to Rs. 2 each) are convertible within a period of 18 months from the date of allotment, and are entitled to equal number of bonus shares.

EMPLOYESS STOCK OPTION SCHEME

As the members are aware, your Company had launched an Employee Stock Option Scheme in June 2006 (ESOP-2006). The details of the options granted, vested is provided in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.

Your Company will continue to drive growth of the organisation whilst sharing of the fruits of growth with employees in the form of stock options. It is proposed to obtain fresh approval of shareholders for the new scheme of ESOP for which suitable resolutions are proposed for approval of shareholders in the notice of forthcoming Annual General Meeting.

SUBSIDIARY COMPANIES

Sterlite Infrastructure Private Limited (SIPL), a subsidiary of your Company has at present not commenced any commercial activity. The Company had applied for Pan-India access licenses to provide telecom service, allotment of which is awaited from Department of Telecommunication.

During the year, your Company floated a wholly owned subsidiary viz. Sterlite Infra-Tech Limited (SITL) for capacity expansion of Optical Fibers in Aurangabad under SEZ scheme. SITL is expected to begin commercial production in the third quarter of current financial year.

As a part of implementation of mega independent power transmission project to establish two 400KV Double Circuit transmission lines in Assam with West Bengal and Bihar, your Company has acquired 100% holding of `East-North Interconnection Company Limited (ENICL), from Power Finance Corporation Limited. ENICL is the Special Purpose Vehicle (SPV) floated by Power Finance Corporation for the purpose of execution of this project.

EXPLANATION ON AUDITORS COMMENT

The remark of Auditors at Para 5 (vi) & (vii) of the Auditors Report over Note No. 8 in Schedule 21 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 Crores is self-explanatory and does not require further comment.

In the year 2004-05 CESTAT upheld the demand of Rs. 188 Crores and interest thereon for alleged breach of norms pertaining to

Export Oriented Unit (EOU). Your Company had filed an appeal before the Honble High Court of Bombay against this order. Your Companys appeal against this order was dismissed by the Honble High Court Bombay during the year on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. Your Company subsequently filed a Special Leave Petition (SLP) and appeal with the Supreme Court of India which has been admitted by the Court. Honble Supreme Court has also maintained the stay granted by Honble High Court Bombay.

Based on merits of the case and the legal opinion obtained, the management believes that your Company has a strong case and it has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

FIXED DEPOSITS

During the year, your Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIREVTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A R Narayanaswamy and Mr. ArunTodarwal retire by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis has been attached and forms part of the Annual Report. Corporate Governance The report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENTS YOUR DIRECTORS CONFIRM THAT :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2010 and of the profit of the Company for the financial year ended March 31, 2010;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a `going concernbasis.

GROUP

Your Company is controlled by the Agarwal Group; being a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the Group is as under:

i) Volcan Investments Limited, Bahamas

ii) Twin Star Overseas Limited, Mauritius

iii) Mr. Dwarkaprasad Agarwal

iv) Mr. Agnivesh Agarwal

AUDIOTRS

M/s. S. R. Batliboi & Co., Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY,

technology absorption, foreign exchange earnings and outgo The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure-I and forms a part of the Directors Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of your Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the "Company Secretary" at the Registered Office of the Company.

ACKNOWLEDGEMENT

It has been an impressive year for your Company especially with the expectations of continuing with the sterling performance it had displayed last year and of holding on to its domestic market share while at the same time expanding its global footprint. The Board of Directors of take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Place : Mumbai Anil Agarwal

Date : April 22, 2010 Chairman

Mar 31, 2009

The Directors are pleased to present the Tenth Annual Report together with the audited accounts of the Company for the year ended March 31, 2009.

Financial Results

(Rs. in Crores) Particulars 2008-09 2007-08

Net Turnover 2,289.23 1,685.79 Profi t/(Loss) before Interest, Depreciation & Tax 237.83 203.59 Less: Interest 88.00 35.98 Less: Depreciation 42.52 37.17 Net Profi t/(Loss) before taxation 107.31 130.44 Provision for Taxation 12.51 14.66 Current Tax Earlier Year Tax/(Written Back) 0.83 0.77 Minimum Alternative Tax eligible for Set Off (11.66) (14.66) Deferred Tax (Credit) 16.73 27.88 Fringe Benefit Tax 0.88 1.07 Net Profi t/(Loss) for the year after tax 88.02 100.72 Net Profi t/(Loss) for the year after tax (after prior period depreciation) 90.15 100.72 Balance carried forward from previous year 335.70 250.08 Amount available for appropriation 425.85 350.80 Appropriations Transfer to General Reserve 9.02 7.55 Proposed Dividend 8.07 6.45 Provision for Tax for dividend 1.37 1.10 Balance carried forward to the next year 407.39 335.70

Performance

Your Company registered 36% growth in revenues, which increased to Rs. 2,289.23 Crores this year, from Rs. 1,685.79 Crores in the previous year. The profi ts of the Company after providing for tax and prior period depreciation adjustment reached Rs. 90.15 Crores as compared to the profit.

The detailed analysis of companys operations and segment- profi ts of Rs. 100.72 Crores in the previous year. The drop wise performance is covered under ÂManagement Discussion in profi ts is mainly on account of higher interest and negative& Analysis Report. exchange rate fl uctuations on foreign currency borrowing.

Expansion and Diversification

As the members are aware, the Company has two major business verticals - ÂTelecomÂ and ÂPower TransmissionÂ. Both these business have been growing rapidly and are poised to grow fast in future. Your management strongly believes that your Company can be a part of this growth story and therefore has undertaken ambitious expansion plans. As informed in the last year report, your Company had commenced manufacturing at its new green-field Power Transmission and Distribution Conductors facility at Haridwar in the State of Uttarakhand. This plant is now fully operational and further capacity expansion at this plant, which is expected to be completed during the fi rst half of the current fi nancial year, will take the power conductor manufacturing capacity to 160,000 MT from the current capacity of 115,000 MT.

Further, the Company had decided to double its Optical Fiber manufacturing capacity at Aurangabad. The Company began this capacity expansion in the previous year and it is expected that the project will be commissioned by mid of the current fi nancial year, taking the Optical Fiber capacity from 6 Million- km to 12 Million-km. As per CRU, UK, the global demand for Optical Fiber in 2008 was 151.4 Million-km, which is higher by about 16% as compared with the demand in 2007. The expanded capacity would primarily cater to the growing demand from the Indian market and also enable the Company to grow its global market share. In conjunction with Optical Fiber capacity expansion, the Company is expanding its Fiber Optic Cable capacity to 6 Million-fkms. This project is also likely to be completed by mid of current financial year.

The Integration & Managed Services business (IMS), which offers complete telecom access solutions, is committed to facilitate the propagation of broadband in India. IMS launched the ÂSterlite Fiber Powered HomeÂ project, a One Stop solution for the complete FTTH requirement of the customers. The Company has also been chosen by Power Finance Corporation of India (PFCL) and BSNL for the system integration work as empanelled vendor,

where the Company will be offering complete solutions including planning, designing, implementation, operation and maintenance of the network. Under IMS business, the Company has developed the capability to be a Âone stop service deliveryÂ for FTTH, WiMax, MPLS, Broadband and Content Delivery Network.

Dividend

Your Board of Directors is pleased to recommend a dividend of 25% (Rs. 1.25 per share) for the fi nancial year 2008-09. The distribution of dividend will result in payout of Rs. 8.07 Crores excluding tax on dividend.

Preferential Allotment of Convertible Warrants

The Board of Directors of the Company, subject to the approval to be received from Shareholders and such other approvals as may be required, had decided to issue and allot to the Promoter group entity, TwinStar Overseas Limited, Mauritius 64,50,000 warrants with the option to convert each warrant into one equity share of Rs. 5 each at a price of Rs. 65 within 18 monthsÂ period. The warrants will be converted in two or more tranches.

The proceeds will help the Company to strengthen its equity base and improve fi nancial leveraging strength.

Employees Stock Option Scheme

As the members are aware the Company had launched Employee Stock Option Scheme (ESOP-2006) in June 2006. The Company during the year, extended the scheme to few more employees by granting 51,100 fresh options. The Company allotted 70,100 shares during the year to various employees who exercised their options. The details of the options granted up to March 31, 2009 are set out in Annexure-II to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.

Subsidiary

Sterlite Infrastructure Private Limited (SIPL) is a subsidiary of the Company. It was set up to participate in telecom license of the Country. There were no substantial activities during the year. The Company continues to keep the funds invested in the fi nancial instruments.

Explanation on Auditors Comment

The remark of Auditors at Para 4 (vi) & (vii) of the AuditorÂs Report over Note No. 8 in Schedule 21 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 Crores is self-explanatory and does not require further comment.

In the year 2004-05, CESTAT upheld the demand of Rs. 188 crores and interest thereon for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Company had fi led an appeal before the HonÂble High Court of Bombay against this order. The CompanyÂs appeal against this order was dismissed by the HonÂble High Court Bombay, on the grounds that appeal is not maintainable in High Court, however without prejudice to the rights of the Company. The Company subsequently fi led a Special Leave Petition (SLP) and appeal with the Supreme Court of India, which has been admitted by the Court. HonÂble Supreme Court has also maintained the stay granted by HonÂble High Court of Bombay.

Based on merits of the case and the legal opinion obtained, the management believes that the Company has a strong case and it has been carrying adequate provisions for contingencies in the books of accounts in this matter and does not require any further provisioning.

Research & Development

Product obsolescence risks are inherent in the technology sector businesses. The management has accorded high priority to in-house Research and Development in order to ensure new product development as per the evolving needs of the industry for technical enhancements. The Company has set up a Research & Development Centre at Aurangabad. This facility is approved by Department of Scientifi c & Industrial Research (DSIR) in India.

The Company has focussed its attention towards development of products having applications in FTTH and Metro-Access Telecom Networks and Power Transmission Networks.

Fixed Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Directors

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Agarwal and Mr. Haigreve Khaitan retire by rotation at the ensuing Annual General Meeting. The appointment of Mr. Pravin Agarwal and Dr. Anand Agarwal as Whole-time Directors has been approved by the Board in its meeting held on April 24, 2009. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

Management Discussion and Analysis

The Report on Management Discussion and Analysis has been attached and forms part of the Annual Report.

Corporate Governance

The Report on Corporate Governance, along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges, is included in the Annual Report.

Directors Responsibility Statement

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true

and fair view of the state of affairs of the Company as at March 31, 2009 and of the profi t of the Company for the fi nancial year ended March 31, 2009;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a going concern basis.

Group

The Company is controlled by the Agarwal Group; being a group as defi ned under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the group is as under:

1. Volcan Investments Limited, Bahamas 2. Twin Star Overseas Limited, Mauritius 3. Mr. Dwarkaprasad Agarwal 4. Mr. Agnivesh Agarwal

Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants hold offi ce till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors Report.

Particulars of Employees

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the DirectorsÂ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the ÂCompany SecretaryÂ at the Registered Offi ce of the Company.

Acknowledgement

It has been an impressive year for the Company especially with the expectations of continuing with the sterling performance it had displayed last year and of holding on to its domestic market share while at the same time expanding its global footprint.

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers and regulatory and government authorities.

For and on behalf of the Board of Directors

Mumbai Anil Agarwal April 24, 2009 Chairman

Mar 31, 2008

The Directors are pleased to present the Ninth Annual Report together with the audited accounts of the Company forthe year ended March 31, 2008.

Financial Results (Rs. in Crores) Particulars 2007-08 2006-07

Net Revenues 1,685.79 1,198.15 Profit/ (Loss) before interest, Depreciation & Tax 211.27 119.11 Less: Interest 43.65 34.50 Less: Depreciation 37.17 31.57 Net Profit / (Loss) before taxation 130.44 53.04 Provision for Taxation: Current Tax 14.66 6.04 Earlier Year Tax / (Written Back) 0.77 Minimum Alternative Tax eligible for Set Off 14.66 6.04 Deferred Tax (Credit) 27.88 1.72 Fringe Benefit Tax 1.07 0.46 Net Profit/(Loss) for the year after tax 100.72 50.86 Balance carried forward from previous year 250.08 208.01 Amount available for appropriation 350.80 258.87

Appropriations Proposed Dividend 8.45 4.62 Provision for Tax for Dividend 1.10 0.79 Balance carried forward to the next year 335.70 250.08

Performance

Your Company achieved net revenues of Rs. 1,686 Crores this year which is 41% higher than the revenues forthe previous year. The profits of the Company after providing for tax increased to Rs. 101 Crores as compared to the profits of Rs. 51 Crores, (after tax credit and exceptional income) in the last year.

Income from exports increased by 75%, from Rs. 296 Crores in the last year to Rs. 518 Crores in the year under review. Currently the export sales account for 31% of our net revenues. Export will be the focal point for the Company from future growth perspective and with that intent, the Company is in the process of setting up representative offices in USA, and Russia per the demand in the global optical fiber industry, your Company has decided to double the Optical Fiber annual manufacturing capacity to 12 Million-fkm. in addition to the existing offices at China, Thailand, UK and South Africa.

The detailed analysis of Companys operations and segment- wise performance is covered under the report on Management Discussion & Analysis.

Expansion & Diversification

Your Company is operating in two verticals, which are witnessing significant growth rates. Also, most of the manufacturing operations of the Company are utilizing nearly 100% capacity to cater to the increased demand for Power Conductors and Optical Fiber. Your Company has been investing in new capacities both for green field and brown field expansions.

Your Company commenced manufacturing at its new Power Transmission and Distribution Conductors facility at Haridwar in the State of Uttarakhand in August 2007. The Company now has a cumulative manufacturing capacity of 115,000 MT (Metric Tonnes), making it the largest manufacturer in India. This facility includes the latest drawing and stranding machines capable of manufacturing standard and specialized Power Conductor products. The facility also has a Rolling Mill capable of producing specialized mechanical alloy. The Company has plans to enhance the capacity to 160,000 MT during the current year.

During the year, your Company also completed the expansion of its Optical Fiber capacity from 4 Million-fkm to 6 Million-fkm. As per CRU, UK, the global demand for Optical Fiber in 2007 was 127.4 Million-fkm, higher by about 25% compared with the demand in 2006. This has been the highest annual demand ever for the Optical Fiber industry. Future projections indicate robust global demand in FTTH (Fiber-to-the-Home) and a broader mix of telecom applications, including intercity backbones, metro rings, access network projects and cellular backhaul.

Your Company has now decided to double the Optical Fiber manufacturing capacity to 12 Million-fkm pa. This brown-field expansion is being done at the Companys existing facilities at Aurangabad and commercial production is expected to commence by June 2009. The expanded capacity would primarily cater to the growing demand from the Indian market and also enable the Company to grow its global market share. In conjunction with Optical Fiber capacity expansion, the Company plans to expand its Fiber Optic Cable capacity to 6 Million-fkm from its current capacity of 2 Million-fkm.

The Company established its Integration & Managed Services (IMS) business during financial year 2006-07, as its customers required complete telecom access solutions to be implemented, in addition to their purchases of access products. As the Company is committed to facilitating the propagation of broadband in India, it has developed the capability to provide these solutions for the telecom and broadband sectors.

This year, the Companys IMS business has taken great strides with the successful implementation of MTNLs MPLS core in New Delhi and Mumbai. Sterlite also received a contract from MTNL for deployment of a Broadband & Metro Ethernet network in New Delhi and Mumbai. This is a turnkey project that involves design, development and implementation of the network. The network, once completed, would be capable of handling about half a million broadband connections in these cities.

The Company now serves as a one-stop window for a comprehensive suite of Telecom and Energy products that would include Optical Fibers, Fiber Optic Cables, Copper Telecom Cables, Structured Data Cables, Power Transmission and Distribution Conductors and Integrated Telecom Solutions that include MPLS, NGN (Next Generation Network), Metro Ethernet Broadband etc.

Dividend

Your Board of Directors is pleased to recommend a dividend of 20% for the financial year 2007-08. The distribution of dividend will result in payout of Rs. 6.45 Crores excluding tax on dividend.

Preferential Allotment of equity shares to Promoters

As reported in the last year, your Company had allotted 56,00,000 shares to its promoters under Preferential Allotment scheme. The Company completed preferential allotment by conversion of the second and final tranche of 28,00,000 warrants into shares. The proceeds raised from preferential allotment were utilized by the Company for capital expenditure and general corporate purpose.

Employees Stock Option Scheme

The Company had launched Stock Option Scheme for the employees (ESOP-2006) in June 2006. During the year, the Company extended the scheme to cover most of its employees by granting 2,61,550 fresh options. The Company allotted 73,680 shares during the year to various employees who exercised their options. The details of the options granted up to March 31, 2008 are set out in Annexure-ll to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.

Subsidiary

During the year, the Company acquired 60,00,000 equity shares of Rs. 10 each (in addition to the existing holding of 5,200 shares) in Sterlite Infrastructure Private Limited (SIPL) at par value. With this investment, the holding of your Company in SIPL has increased to 58.70 %, making SIPL, a subsidiary of your Company.

SIPL is incorporated with the objective to carry on Telecom business. SIPL, during the year, made application for licenses for Unified Access Services to the Department of Telecommunications (DOT) to provide wireless mobile telecom services in India. The decision of the DOT on the allotment of licenses is still awaited. SIPL has not yet commenced any commercial activity.

The remark of Auditors at Para 5 (v) & (vi) of the Auditors Report over Note No. 8 in Schedule 21 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 188 Crores is self-explanatory and does not require further comment.

In the year 2004-05, CESTAT had upheld the demand of Rs. 188 Crores and the interest thereon against the Company for alleged breach of norms pertaining to Export Oriented Unit (EOU). The Companys appeal against this order was dismissed by the Honble High Court of Mumbai during the year, on the grounds that appeal is not maintainable in the High Court, however, without prejudice to the rights of the Company.

The Company subsequently filed Special Leave Petition and an appeal with the Honble Supreme Court, which has been admitted by the Court. The Honble Supreme Court has also maintained the stay granted by Honble High Court of Mumbai.

Based on merits of the case and the legal opinion obtained, the Management believes that the Company has a strong case and it has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

Research and Development

Product obsolescence risks are inherent in the technology sector businesses. The Management has accorded high priority to in-house Research and Development in order to ensure new product development as per the evolving needs of the industry for technical enhancements. Your Company has set up a Research and Development Centre at Aurangabad. This facility is approved by the Department of Scientific & Industrial Research (DSIR) in India.

The Company has focused its attention towards development of products having applications in FTTH and Metro-Access Telecom Networks and Power Transmission Networks.

Fixed Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Directors

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Navin Agarwal and Mr. Arun Todarwal retire by rotation at the ensuing Annual General Meeting. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report.

Management Discussion and Analysis

The Report on Management Discussion and Analysis has been attached and forms part of the Annual Report.

Corporate Governance

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Directors Responsibility Statement Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2008 and of the profit of the Company for the financial year ended March 31, 2008:

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1.956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a "going concern" basis.

Group

The Company is controlled by the Agarwal Group; being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the group is as under:

1. Volcan Investments Limited, Bahamas

2. Twin Star Overseas Limited, Mauritius

3. Mr. Dwarkaprasad Agarwal

4. Mr. Agnivesh Agarwal

Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988, is given as Annexure I and forms a part of the Directors Report.

Particulars of Employees

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of this report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the "Company Secretary" at the Registered Office of the Company.

Acknowledgement

It has been an encouraging year for the Company especially with the expectations of continuing with the growth it had displayed last year and of holding on to its domestic market share while at the same time expanding its global footprint.

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Mumbai Anil Agarwal April 29, 2008 Chairman

Mar 31, 2007

The Directors are pleased to present the Eighth Annual Report together with the audited accounts of the Company for the year ended March 31, 2007.

FINANCIAL RESULTS

Particulars 2006-07 2005-06 (Rs. in Million) (Rs. in Million)

Net Turnover 11,982 5,474 Profit before Interest, Depreciation & Tax 1,191 833 Less: Interest 345 161 Less: Depreciation 316 290 Net Profit before taxation 531 382 Provision for Taxation: Current Tax 61 32 Minimum Alternative Tax eligible for Set Off (60) (32) Deferred Tax (Credit) 17 (29) Fringe Benefit Tax 5 3 Net Profit for the year after tax 509 408 Balance carried forward from previous year 2,080 1,706 Amount available for appropriation 2,589 2,114 APPROPRIATIONS General Reserve 25 - Proposed Dividend 46 29 Provision for Tax for dividend 8 4 Balance carried forward to the next year 2,509 2,080

PERFORMANCE

The Company achieved revenue of Rs. 11,982 Million this year which is 119% higher than the revenues for the previous year. The revenue increase is mainly due to acquisition of Power Transmission Line Division by your Company. The performance of Telecom Division was affected adversely due to sluggish business conditions prevailing in telecom cable business, particularly, in Jelly-Filled Cables. The profits of your Company after providing for tax increased to Rs. 509 Million as compared to the profits of Rs. 408 Million, (after tax credit and exceptional income) in the last year.

Income from exports increased by 250%, from Rs. 848 Million in the last year to Rs. 2,964 Million in the year under review.

The Company has set-up its' sales/representative offices in Dubai, Bangkok & Moscow and plans to set-up additional offices at strategic international locations in Europe and other developed markets in support of its growth plans.

The detailed analysis of your Company's operations and segment-wise performance is covered under `Management Discussion & Analysis Report'.

ACQUISITION OF POWER TRANSMISSION LINE DIVISION

During the year, your Company acquired the Power Transmission Line (PTL) Division from Sterlite Industries (India) Limited (SIIL), as a going concern, with effect from July 1, 2006, for a consideration of Rs. 1,485 Million. This Division is engaged in the business of manufacturing of power conductors.

This acquisition marks a significant milestone for SOTL as it brings together two complementary pan-India market leaders who would be better able to capitalize on customer relationships to compete for and serve large-business and government customers in more than 45 countries across the globe. There exist intrinsic similarities between the power and telecom sectors, as utility companies are the primary buyers. Additionally, there are operational, sourcing and selling synergies that can be effectively leveraged.

EXPANSION AND DIVERSIFICATION

Considering growing demand for Optical Fiber, your Company has projects underway to increase the manufacturing capacity at its integrated Optical Fiber plant at Aurangabad from 4 Million-KM to 6 Million-KM. This additional capacity would be operational by the beginning of second half of Financial Year 2007-08.

The Company has also undertaken expansion of its existing Power Transmission Conductor manufacturing capacity from 75,000 MT per annum to 1,15,000 MT per annum by setting a new facility at Haridwar, Uttarakhand.

As an extension to the Company's Access Business your Company has commenced manufacturing of ADSL2+ Modems at its facility at Aurangabad. Sterlite's range of wired and wireless modems were developed in-house and the manufacturing unit has an annual installed capacity of 0.72 Million Modems. Sterlite's ADSL 2+ Modems would cater to single-user and multi-user broadband needs for residential and commercial usage.

The Company after this expansion/diversification would serve as one-3rd window for a compressive suite of Telecom and Energy products that would include Optical Fiber, Fiber Optic Cables, Copper Telecom Cables, LAN Cables, Power Transmission & Distribution Conductors, Energy Cables, ADSL Modems, Fiber-to-the-Home (FTTH) and Multi Protocol Label Switching(MPLS) solutions.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of 15% for the financial year 2006-07. The distribution of dividend will result in payout of Rs. 462 Million excluding tax on dividend.

AMALGAMATION OF SUBSIDIARIES

By the order passed by the Hon. High Court of judicature at Bombay on April 16, 2007, both the subsidiaries of the Company viz. Sterlite Telecom Limited and Sterlite Telelink Limited were merged with the Company. The Hon. Court granted dispensation of holding the meetings of shareholders of the Company as well as the subsidiaries.

The accounts of the Company have been prepared consolidating the accounts of both the subsidiaries with effective from April 1,2006 as per the scheme.

PREFERENTIAL ALLOTMENT OF EQUITY SHARES AND WARRANTS TO PROMOTERS

As reported in the last year, your Company has made preferential allotment of equity shares and warrants to the promoters. During the last year, your Company had allotted 2,800,000 equity shares of Rs. 5 each at a price of Rs. 100 per share and 5,600,000 warrants to promoters. Out of these warrants, 2,800,000 warrants were converted on February 2, 2007 into equal number of equity shares. The proceeds raised from preferential allotment were utilized by the Company for the purpose of acquisition of Power Transmission Line Division.

During the year, holding of the Promoter Group entity, viz. Twin Star International Limited was transferred to Twin Star Overseas Limited (both incorporated in Mauritius) pursuant to a scheme of arrangement arrived under the Mauritius Companies Act, 2001. However, this transfer does not amount to change in the promoter group.

EMPLOYEES STOCK OPTION SCHEME

As per Employees Stock Option Scheme as approved by the shareholders, your Company granted 592,900 stock options during the year to its employees, including the employees of the subsidiaries and also the employees of the newly acquired Power Transmission Business. The details of the options granted upto March 31, 2007 are set out in "Annexure II" to this report, as required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.

EXPLANATION ON AUDITORS COMMENT

The remark of Auditors at Para 4 (vi) and (vii) of the Auditor's Report over Note 8 of Schedule 19 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs.1,886 Million is self-explanatory and does not require further comment.

The Company had received an order dated July 12, 2003 from the Commissioner of Central Excise for payment of excise duty and penalty of Rs. 1,982 Million for alleged use of imported machinery of Export Oriented Unit (EOU) for production and sale in the Domestic Tariff Area for which the Company had preferred an appeal to the CESTAT and obtained an unconditional stay for non-deposit of the amount demanded. The Company had paid Rs. 30 Million without prejudice to its claim in the year 2004-05. In the year 2005-06 , CESTAT has upheld the demand of Rs. 1,886 Million and interest thereon. The Company has filed an appeal before the Hon'ble High Court of judicature at Bombay against this order. Pending this appeal, the High Court has issued an interim order for release of 3.35 LFKM finished stock for export after payment of redemption fine of Rs. 5 Million. Upon completion of the export of the finished stock the demand will be abated by Rs. 430 Million.

Based on merits of the case and the legal opinion obtained by the Company, the Company believes that it has a strong case. In view of the Company, the Company has been carrying adequate provisions for contingencies in the Books of Account in this matter and does not require any further provisioning.

RESEARCH & DEVELOPMENT

The management recognizes that Research & Development plays a critical role in supporting current operations as well as creating future growth. Your Company has focused its attention towards development of products that have applications in FTTH and Metro Area Network. Your Company has a complete basket of Optical Fiber Products for Long-Haul, Metropolitan, Access and Premise networks.

The Company has filed over 70 patent applications till date and is in the advanced stage of taking patent for several other inventions. Please refer to Research, Product Development and Intellectual Property1 in the Annual Report.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arun Todarwal and Mr. Haigreve Khaitan retire by rotation at the ensuing Annual General Meeting. During the previous year, Mr. Anil Agarwal was appointed as additional director and Chairman of the Company. Also Mr. A.R. Narayanaswamy, Independent Director, was inducted into the Board of Directors of your Company. A brief resume, expertise, shareholding in your Company and details of other directorships of these directors are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders are incorporated in the notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

The Report on Management Discussion & Analysis has been attached and forms part of the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2007 and of the profit of your Company for the financial year ended March 31, 2007;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a "going concern" basis.

GROUP

The Company is controlled by the Agarwal Group; being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the group is as under:

1. Volcan Investments Limited, Bahamas 2. Twinstar Overseas Limited, Mauritius 3. Dwarkaprasad Agarwal 4. Agnivesh Agarwal

AUDITORS

The Company has adopted the policy of periodically rotating Statutory Auditors as a good governance practice. The Board has proposed for your approval appointment of M/s. S.R. Batliboi & Co., Chartered Accountants in place of M/s. Deloitte Haskins & Sells, Chartered Accountants from the conclusion of forthcoming Annual General Meeting till the next Annual General Meeting.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is given as Annexure I and forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of your Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the "Company Secretary" at the Registered Office of the Company.

ACKNOWLEDGMENT

The Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

For and on behalf of the Board of Directors

Pravin Agarwal Dr. Anand Agarwal Whole-time Director CEO & Whole-time Director

Place : Mumbai Dated : April 30, 2007

Annexure I to the Directors' Report

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 217 (1) (a) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 for the year ended 31 March, 2007

1. Conservation of Energy

The Company adopted the following measures on energy conservation

1. Taking cooling of Hydrogen cells on cooling tower and switching off chiller.

2. Converting one H2 cell to 42 pair from 34 pair.

3. Speed optimization of NDT/ODT AHUs

4. HT/LT water line cooling on PHE in CPP

5. Switching from HSD to HFO in auxiliary boiler by doing necessary modification.

6. Installation of 66 kV line by replacing 11 kV to reduce losses in Line & to ensure uninterrupted supply from SEB.

7. Installation of high mast lighting to replace street lights in the plant.

2. Technology Absorption

(a) Specific areas in which the Company carried out R&D

1. Development of Sterlite DOF-LITE ITU-TG.65 D&E range of optical products for application in access networks and modems for broadband applications.

2. Developed wired and wireless ADSL 2+Modems for single-user and multi-user broadband needs.

3. Developed R8EC rods (Low UTS & High conductivity) for cables application

4. Developed ACSR AGO 500 and ACSR 490/65 Conductors as per German specifications.

5. Developed Al 59 Rods/Conductors (High conductivity conductors) E.H.C Araucaria Conductors (High UTS & High Conductivity)

(b) Benefits derived as a result of above R&D

1. Opportunity to compete in international market

2. Technology Up-gradation

3. Development of new designs in products

4. Attaining accreditation of our product from internationally recognized bodies

(c) Future plan on R&D

Ensure new product development as per evolving needs of the industry, technical enhancements and quality improvements of existing product offerings.

3. Technology Absorption, Adoption and Innovation

(i) Efforts, in brief, made towards technology absorption, adoption and innovation : The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on a continuous basis. During the year the Company developed wired and wireless ADSL 2+Modems for single-user and multi-user broadband needs as per the designs provided by Texas Instruments Inc, USA.

(ii) Benefits derived as a result of the efforts e.g., product improvement, cost reduction, product development : The Company is engaged in that business where product obsolescence are inherent. The efforts made for product improvement/development help Company not only to offer better value added products to its customers but also explore new markets.

(iii) Information regarding technology imported during last 5 years : The Company has not imported any technology.

4. Foreign Exchange Earning and Outgo

Discussion on activities relating to exports development of exports is covered in Directors' Report and Management Discussion & Analysis Report.

Foreign Exchange Earned : Rs. 2,964.39 million

Foreign Exchange Outgo : Rs. 4,300.34 million

The Company does not fall in the list of industries which are required to give details of power and fuel consumption as per "Form A" of Companies (Disclosure of Particulars in the Report of Directors) Rules, 1998.

Mar 31, 2006

7TH DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2006

Your Directors are pleased to present the Seventh Annual Report together with the audited accounts of the Company for the year ended March 31, 2006.

Financial Results

Particulars 2005-06 2004-05 (Rs. in Million)

Turnover 6,239.33 3,706.74 Profit/(Loss) before Interest, Depreciation & Tax 832.84 473.40 Less: Interest 161.36 104.12 Less: Depreciation 289.92 266.76 Net Profit/(Loss) before taxation 381.56 102.52 Provision for Taxation: Current Tax 32.20 8.70 Earlier Year Tax/(Written Back) - (6.60) Minimum Alternative Tax eligible for Set Off (32.10) - Deferred Tax (Credit) (28.99) (1.78) Fringe Benefit Tax 2.79 - Net Profit/(Loss) for the year after tax 407.66 102.20 Balance carried forward from previous year 1,705.98 1,603.78 Amount available for appropriation 2,113.64 1,705.98 APPROPRIATIONS Proposed Dividend 29.40 - Provision for Tax on dividend 4.12 - Balance carried forward to the next year 2,080.12 1705.98

PERFORMANCE

Your Company achieved an impressive revenue growth of 68% this year. The turnover increased from Rs.3,706.74 million in the last year to Rs.6,239.33 million in the year under review. The profits of your Company after providing for tax increased to Rs.407.66 million as compared to the profits of Rs. 102.20 million, (after tax credit and exceptional income) in the last year.

Income from exports increased by 147%, from Rs.342.71 million in the last year to Rs.847.93 million in the year under review. Management sees great opportunities for growth in exports and has decided to aggressively explore the opportunities in international markets. Presently, China continues to be our major export market and your Company has also started exporting to Europe, Middle East Asia, South East Asia and Africa. Your Company plans to set-up sales offices at strategic international locations in support of its ambitious growth plans.

Access products and solutions is the new business initiative launched by your Company during the year. Access products and solutions represents providing turnkey project solutions (hardware and software) to Telecom operators. The telecom market in India is poised to become one of the largest telecom markets with the potential to surpass China. This offers a good opportunity for diversifying into this business, which is complementary to your Company's conventional fiber and cable business. During the year, Access products and solutions contributed Rs.1,064.73 million to the top-line in the very first year of operations. Management is confident that access will be the major growth driver in future.

During the year your Company made pre-payment of its sales tax loan of Rs. 285.48 million availed by it under Sales Tax Deferral Scheme of Government of Maharashtra. The prepayment was made at net present value i.e. Rs.138.80 Million. The resultant gain of Rs.146.60 million has been considered in other income in Profit & Loss Account.

The detailed analysis of Company's operations and segment-wise performance is covered under 'Management Discussion &Analysis Report'.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 10% (ten percent) for the financial year 2005-06. The distribution of dividend will result in payout of Rs.29.4 million excluding tax on dividend.

SUBSIDIARY COMPANIES

Sterlite Telecom Limited and Sterlite Telelink Limited are two subsidiaries of your Company. In terms of approval granted by the Central Government under section 212 (8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of your Company. However, the shareholders desirous of obtaining the annual accounts of the subsidiaries may obtain the same on request. Pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes the financial information of the subsidiaries. The Report and Accounts of the subsidiaries will be kept for inspection at your Company's registered office upto and including the date of Annual General Meeting.

PREFERENTIAL ALLOTMENT OF EQUITY SHARES AND WARRANTS TO PROMOTERS

During the year, your Company made preferential allotment of equity shares and warrants to the promoters to fund its As per the shareholders' approval at their meeting on March 25, 2006, your Company allotted to Twinstar International Limited, Mauritius, the promoter group entity, 2,800,000 equity shares of Rs.5 each at a price of Rs.100 per share and 5,600,000 warrants with the option to convert each warrant into one equity share of Rs. 5 each at a price of Rs.100 within a period of 18 months. Your Company received Rs.336 million upon allotment of aforesaid shares and warrants (Rs. 280 million upon issue and allotment of equity share and Rs.56 million being 10% of the total issue price of warrants).

The proceedings from the preferential allotment have been temporarily parked in the short-term deposits with a bank for which the certificate for utilization from statutory auditors has been obtained as required under Clause 49 of Listing Agreement.

EMPLOYEES STOCK OPTION SCHEME

Your Company perceives its employees as wealth creators and believes in sharing value created by the employees with them. The Board of Directors, with the approval of shareholders initiated Employees Stock Option Scheme, 2006. As per this Scheme, your Company will from time to time grant stock options to the employees subject to maximum limit of 2% of your Company's paid-up Share Capital. The options will vest as per the vesting schedule to be decided by the Compensation Committee at par value (i.e. Rupees Five) and on the terms and conditions decided by the Compensation Committee.

EXPLANATION ON AUDITOR'S COMMENT

Refer to the remark of Auditors at Para5 (v) and (vi) of the Auditor's Report over Note 7 in Schedule 18 on Notes to Accounts regarding demand of excise duty and penalty:

Your Company had received an order dated July 12, 2003 from the Commissioner of Central Excise for payment of excise duty and penalty of Rs.1,982.00 million. The demand was made for alleged use of imported machinery of Export Oriented Unit (EOU) for production and sale in the Domestic Tariff Area. Your Company had preferred an appeal to the CESTAT and obtained an unconditional stay for non-deposit of the amount demanded. During the year, CESTAT has upheld the demand of Rs.1,886 million and interest thereon. Your Company has filed an appeal before the Hon'ble Mumbai High Court against this order. The Department has also filed an appeal in the High Court against the CESTAT order and accordingly both the parties are aggrieved by the order of CESTAT. Pending this appeal, the High Court has issued an interim order for release of 3.35 LFKM finished stock for export after payment of redemption fine of Rs.5 million. Upon completion of the export of the finished stock the demand will be abated by Rs.430 million.

Based on the merits of the case and legal opinion obtained on this matter, your Company believes that it has a strong case. In view of the Company, it has been carrying adequate provisions for contingencies in the books of accounts in this matter and does not require any further provisioning.

RESEARCH & DEVELOPMENT

Your management recognizes that R&D plays a critical role in supporting current operations as well as creating future growth. Your Company has focused its attention towards development of products that have applications in FTTH and Metro Area Network. Your Company has state-of-the-art optical fiber products for Long-Haul, Metropolitan, Access and Premise networks.

LISTING

Your Company continues to be listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The application for delisting from The Calcutta Stock Exchange Association Limited, filed by your Company with the Exchange is pending for clearance by the Exchange.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Pravin Agarwal retires by rotation at the ensuing Annual General Meeting and has filed his consent to act as Director rector of your Company A brief resume, expertise, shareholding in your Company and details of other directorships of Mr. Pravin Agarwal are given in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance alongwith the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2006 and of the profit of your Company for the financial year ended March 31, 2006.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the accounts on a "going concern" basis.

GROUP

Your Company is controlled by the Agarwal Group; being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the group is as under:

* Volcan Investments Limited, Bahamas * Twinstar International Limited, Mauritius * Mr. Dwarkaprasad Agarwal * Mr. Agnivesh Agarwal

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that, proposed re-appointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act,1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988, is given as 'Annexure I' and forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of your Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to your Company Secretary at the Registered Office of your Company.

ACKNOWLEDGEMENT

It has been an impressive year for your Company especially with the expectations of continuing with the sterling performance it had displayed last year and of holding on to its domestic market share while at the same time expanding its global footprint.

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors are also very thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and government authorities.

Signed on : 28th April, 2006

Mar 31, 2005

The Directors are pleased to present the Sixth Annual Report together with the audited accounts of the Company for the year ended March 31, 2005.

FINANCIAL RESULTS

(Rupees Million)

Particulars 2004-05 2003-04

Income from Operations 3,758.55 1,095.34 Profit/(Loss) before Interest, Depreciations Tax 473.40 (69.90) Less : Interest 104.12 129.16 Less : Depreciation 266.76 281.66 Net Profit/(Loss) before taxation 102.52 (476.72) Provision for Taxation: Current Tax 8.70 0.10 Earlier Year Tax/(Written Back) (6.60) 18.87 Deferred Tax (Credit) (1.78) (45.72)

Profit/(Loss) for the year before exceptional items 102.20 (449.97)

Exceptional non recurring income (net) - 260.44 Net Profit/(Loss) after exceptional item 102.20 (189.53) Amount transferred from Debenture Redemption - 375.00 Balance carried forward from previous year 1,603.78 1,418.31 Balance carried forward to the next year 1,705.98 1,603.78

PERFORMANCE

The Company achieved a financial turnaround in FY 2004-05 by recording 243% increase in income from operations from Rs. 1,095.34 Million in the last year to Rs. 3,758.55 Million in the year under review. The profits of the Company after providing for tax increased to Rs. 102.20 Million as compared to the loss of Rs. 189.53 Million, (after tax credit and exceptional income) in the last year.

Income from exports increased by 51%, from Rs. 277.41 Million in the last year to Rs. 342.71 Million in the year under review. China continues to be a strategic market for Sterlite Optical Technologies and the Company has made successful forays into other overseas markets as well. During FY 2004-05, the Company has successfully entered the overseas market for Copper Telecom Cables.

The improved performance of the Company is the result of higher sales volume of Optical Fiber and Fiber Optic Cables and restart of the Copper Telecom Cables business during the year. The overall efforts of the Company to improve operational efficiency at its plants and effective cost management exercise, contributed greatly in the improved bottom-line.

The detailed analysis of Company's operations and segment-wise performance is covered under the `Management Discussion & Analysis Report'.

DIVIDEND

In view of the need to conserve financial resources, your Directors do not recommend any dividend for the financial year ended March 31, 2005.

IMPAIRMENT OF FIXED ASSETS

In accordance with Accounting Standard 28 on Impairment of Fixed Assets, the Company had provided for impairment of fixed assets in the previous year of Rs. 386.41 Million, net of consequential reduction in deferred tax liability of Rs. 216.18 Million. No further provision for impairment of fixed assets is considered necessary during the year under review.

EXPLANATION ON AUDITOR'S COMMENT

The remark of Auditors at Para 4 (vi) of the Auditor's Report over Note No. 7 in Schedule 18 on Notes to Accounts regarding demand of excise duty and penalty amounting to Rs. 1,982 Million is self-explanatory and does not require further comment.

LISTING

As approved by the shareholders, an application for delisting was made to Stock Exchanges at Delhi, Calcutta and Ahmedabad. The shares have been delisted from the Delhi and Ahmedabad Stock Exchanges. The shares are yet to be delisted by the Calcutta Stock Exchange Association Limited.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

DIRECTORS

Mr. Navin Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per Listing Agreement is included in the Annual Report. The Auditor's Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also attached.

DIRECTORS'RESPONSIBILITY STATEMENT

the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2005 and of the profit of the Company for the financial year ended March 31, 2005;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a "going concern" basis.

GROUP

The Company is controlled by the Agarwal Group; being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The list of entities in the group is as under:

1. Volcan Holdings Limited, Bahamas 2. Twinstar International Limited, Mauritius 3. Mr. Dwarkaprasad Agarwal 4. Mr. Agnivesh Agarwal

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that the proposed re-appointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

RESEARCH AND DEVELOPMENT (R&D)

Research & Development continues to be the backbone of your Company. The Company has maintained its R&D facilities and has taken many new challenges and projects, to improve productivity and reduce cost of production.

During the year, the Company launched three new products especially designed for Access and Premise Networks.

(a) OH-Lite Low-water-peak Single Mode Optical Fiber

(b) Giga-Lite Multi Mode Optical Fiber for Gigabit Ethernet Applications

(c) SuperLAN Cat 5e and Cat 6 Cables

During the FY 2004-05, our Research & Development team had filed applications for ten patents at the Indian Patent Office. For the application filed at US Patent Office, the company received a Product Patent No US 6,879,764 B2, for Sterlite DOF-Lite RS: a dispersion shifted fiber with low dispersion slope, was granted by the United States Patent Office.

PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is annexed hereto and forms a part of the Directors' Report (Annexure I).

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY COMPANIES

The Hon. High Court at Mumbai, vide order dated 7 October, 20Q4 approved the scheme of Amalgamation of Sterlite Telecables Limited, wholly owned subsidiary of the Company with the.other-wholly owned subsidiary viz. Sterlite Telelink Limited, Sterlite Telecom Limited and Sterlite Telelink Limited are now the only subsidiaries of the Company.

Sterlite Optilink Limited, the wholly owned subsidiary of the Company had made application to the Central Government u/s 560 of the Companies Act 1956 for striking of the name of Sterlite Optilink Limited from the Register of Companies records. The approval of the Central Government for this is awaited.

In terms of approval granted by the Central Government under section 212(8) of the Companies Act 1956, copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request by any member of the Company interested in obtaining the same. However pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the financial information of the subsidiaries.

ACKNOWLEDGEMENT

The Directors gratefully acknowledge the contributions made by the employees towards the success of your Company. Your Directors are also thankful for the co-operation and assistance received from its banks, Central and State Government departments and local authorities.

For and on behalf of the Board

Pravin Agarwal Dr. Anand Agarwal Director Executive Director

Place : Mumbai Dated : June 8, 2005

Annexure I to the Directors' Report

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 217(1)(a) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended March 31, 2005.

(A) Conservation of Energy

The Company adopted the following measures on energy conservation

(a) Interconnection of Sinter scrubber with MCVD Scrubber by process optimization.

(b) Energy saving by putting Variable Frequency Drives on re-circulation pumps.

(c) Putting off one transformer by load optimization.

(d) Stopping of one compressor by arresting air leakages and pressure optimization.

(e) Optimization of indoor and outdoor lighting.

(f) Replacement of higher capacity pumps by lower capacity based on flow rates.

(g) Effluent collection from process by gravity.

(B) Technology Absorption

(a) Specific areas in which the Company carried out R&D:

i) Development of OH-Lite Low Water Peak Optical fiber, compliant with ITU-TG.652D Standards.

ii) Development of Giga-Lite 50/125 microns and 62.5/125 microns Multi Mode Optical fiber for gigabit Ethernet applications.

iii) Product Patent No US 6,879,764 B2, for Sterlite DOF-Lite RS: a dispersion shifted fiber with low dispersion slope, granted in the US.

iv) Ten patent applications were filed for products and processes.

(b) Benefits derived as a result of above R&D

i) Opportunity to compete in international market

ii) Technology Up-gradation

iii) Development of new designs in products

iv) Attaining accreditation of our product from internationally recognized bodies

(c) Future plan on R&D

The Company's vision is to strengthen its R&D initiative and focus on new product development as a thrust area, in addition to other engineering processes and upgrades

(C) Technology Absorption, adoption and innovation

(i) Efforts, in brief, made towards technology absorption, adoption and innovation: The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on a continuous basis.

(ii) Benefits derived as a result of the efforts e.g., product improvement, cost reduction, product development: Improved overall productivity, quality of the products and reduced process scrap and cost.

(iii) Information regarding technology imported during last 5 years: The Company has not imported any technology.

(D) Foreign Exchange Earning and Outgo

Foreign Exchange Earned : Rs. 342.71 Million Foreign Exchange Outgo : Rs. 535.04 Million

The Company does not fall in the list of industries which are required to give details of power and fuel consumption as per Form A of Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988.

Mar 31, 2004

The Directors present herewith the Fifth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2004.

FINANCIAL RESULTS

(Rupees Million)

Particulars Year ended Year ended 31.03.2004 31.03.2003

Income from Operations 1,431.6 1,508.5 Less: Inter divisional Transfers 336.3 180.8 Net Income from Operations 1,095.3 1,327.7 Profit/(Loss) before interest, depreciation & tax (190.5) (335.4) Less: Interest 129.1 248.8 Gross Profit/(Loss) (319.6) (584.2) Less: Depreciation 261.6 276.9 Add: Exceptional Income 485.0 - Less: Provision for Taxation: Current Tax - For earlier Years 19.0 0.2 Deferred Tax - Credit (45.7) - Less: Provision for Contingencies 100.0 - Profit/(Loss) for the year (189.5) (861.3)

Add: Amount transferred from Debenture Redemption Reserve 375.0 -

Add: Balance brought forward from previous year 1,418.3 2,289.6 Amount available for appropriation 1,603.8 1,428.3 Appropriations: Transfer to Debenture Redemption Reserve - 10.0 Balance carried forward to next year 1,603.8 1,418.3

TURNOVER AND PROFIT

During the year under review, income from operations aggregated to Rs. 1,431.6 million and your Company incurred a loss of Rs. 190.5 million before interest, depreciation, tax, exceptional income and provision for contingencies as against an income from operations of Rs.1508.5 million and loss before depreciation, interest and tax of Rs. 335.4 million, for the previous year ended 31st March. 2003.

Net loss for the year after tax aggregated to Rs.189.5 million as compared to the net loss after tax of Rs. 861.3 million for the previous year ended 31st March, 2003.

DIVIDEND

In view of the losses incurred by the Company, your Directors do not recommend any dividend for the financial year ended 31st March, 2004.

OPERATIONS REVIEW

The continuing slow down in the global telecommunication sector by and large marked the year under review. There was no major improvement in the global market for optical fibre and optical fibre cables except in China. Reduction in volumes and lower realisations continue to prevail ii the global market.

Optical Fibre Business

The Company continues to be the only integrated manufacturer of optical fibre in the country with a manufacturing capacity of 4 million kilometer (km) and a strong focus on improvement of productivity and reduction in cost. This has provided your Company with a competitive cost advantage compared to other players in the global market.

The Company produced 1.07 million km of optical fibre compared to 1.72 million km of optical fibre in the previous year. Production of optical fibre cables aggregated to 0.43 million fibre kilometer (fkm) compared lo 0.25 million fkm in the previous year. Your Company continues to be the largest manufacturer of optical fibre products in India.

An Order for 0.97 lakh fkm of ribbon fibre cable was received by the Company from BSNL during 2003-04. This was followed by a repeat order for 0.67 lakh fkm of ribbon fibre cable during 2004-05. Marketing initiatives continue to lay stress on exploring new markets.

Continuous efforts are being carried out to reduce the cost of production to counter the pressure on tower realisations which are severely affecting the margins. The Company has benefited from these initiatives and has been successful in reducing its cost of production.

The Company has received an Order from the Commissioner.of Central Excise for payment of excise duty and penalty to the tune of Rs. 1982 million for alleged use of imported machineries of the Export Oriented Unit (EOU) for production and sate of Optical Fibre in the Domestic Tariff Area (DTA) against which the Company preferred an appeal with the CESTAT and obtained an unconditional stay for non deposit of the amount demanded. The Company has paid Rs. 30 million without prejudice to its claim.

Jelly Filled Telephone Cables (JFTC)

The Company has once again begun JFTC production after a gap of nearly 20 months. During the year under review, your Company has received an order of 13.19 lakh cable KM from BSNL in the month of March 2004 and the plant has commenced production.

Impairment of Fixed Assets

In view of the introduction of the Accounting Standard 28 on Impairment of Assets (AS 28) issued by the Institute of Chartered Accountants of India, the Company has reviewed its fixed assets and recognized certain assets as non-usable in two divisions as under:

(a) Optic Fibre Unit: These are mainly due to upgradation of process technology in the total process of fibre manufacturing.

(b) JFTC Unit: These are mainly due to very old Hems, very high wear and tear expenses and also surplus items rendered on account of shifting of demand from JFTC to Optical Fibre Cables.

The values of the aforesaid items have been brought down to the recoverable amount. The total impairment loss is Rs. 386.41 million net of consequential reduction in deferred tax liability of Rs.216.18 million. The net impact of Rs.386.41 million has been adjusted from the General Reserves of the Company in line with the AS 28.

RESEARCH AND DEVELOPMENT (R&D)

Research and Development continues to be the backbone of your Company The Company has maintained all R&D facilities created by it. Besides this, the Company undertook many new challenges/projects with a view to improve productivity and decrease the cost of production and the same were successfully achieved during the year.

GROUP

The Company is controlled by the Agarwal Group being a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. A list of these entities is given below:

* Volcan Holdings Limited, Bahamas * Twinstar International Limited. Mauritius * Mr. Dwarkaprasad Agarwal * Mr. Agnivesh Agarwal

FINANCE

During the financial year 2004, your Company's primary focus has been the reduction of borrowing cost. Your Company has redeemed the Non Convertible Debentures of Rs.1500 million on the due date. Your Company received back the sum of Rs.1125 million which was placed with Sterlite Opportunities and Ventures Limited (SOVL) as share application money. Your Company also received a sum of Rs. 485 million on account of relinquishment of its interest in SOVL in favour of Sterlite Industries India Ltd.

LISTING

The Company's shares are listed on the Stock Exchanges at Mumbai, Delhi, Kolkata, Ahmedabad and the National Stock Exchange and trading is permitted only in the dematerialised mode. In accordance with the resolution passed by the Shareholders at the fourth Annual General Meeting held on 19th September, 2003 applications have been made to the Regional Stock Exchanges at Delhi, Kolkata and Ahmedabad seeking delisting of the equity shares of the Company from the said exchanges. The shares are yet to be delisted from these exchanges.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

DIRECTORS

Mr. Pravin Agarwal was appointed as Additional Director of the Company on 29th January, 2004. Mr. Agarwal holds office till the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Arun Todarwal and Mr. Haigreve Khaitan retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance as prescribed by the Listing Agreement is annexed and forms a part of the Annual Report. The Auditor's Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also attached.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2004 and of the loss of the Company for the financial year ended 31st March, 2004;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the accounts on a "going concern" basis.

AUDITORS

Notes to the Accounts as referred in the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

Messrs. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment, if made, would be with in the prescribed limit under Section 224(1-B) of the Companies Act. 1956.

PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is annexed hereto and forms part of the Directors' Report (Annexure I).

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms part of the Directors' Report (Annexure II). However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested In obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY COMPANIES

Optical Link Limited, the wholly owned subsidiary of the Company has made an application to the Registrar of Companies. Mumbai for striking off its name from the Register of Companies under Section 560 of the Companies Act, 1956 (the Act), Upon due process being followed by the Government of India the name of the Company would be struck off from the Register of Companies and the Company would be dissolved.

Sterlite Telecables Limited and Sterlite Telelink Limited, the wholly owned subsidiaries of the Company have filed Applications with the Hon'ble High Court of judicature at Mumbai seeking approval of a Scheme of Arrangement for the amalgamation of Sterlite Telecables Limited with Sterlite Telelink Limited under Section 391 and 394 of the Companies Act, 1956, effective 1st April, 2004, The Approval of the Hon'ble High Court to the said Scheme of Arrangement is yet to be received.

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its letter bearing number 47/58/2004-CL-III dated 21.06.2004 copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents/details upon request by any member of the Company interested in obtaining the same. Further, these documents will also be kept open for inspection by any member/investor at the Company's Registered Office and that of the subsidiaries concerned. However, pursuant to Accounting Standard 21 issued by the institute of Chartered Accountants of India, the Consolidated Financial Statements presented by the Company includes the financial information of the subsidiaries.

ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the contributions made by the employees towards the success of your Company, Your Directors are also thankful for the co-operation and assistance received from financial institutions, banks, Central and State Government Departments and local authorities.

For and on behalf of the Board of Directors,

Place : Mumbai Navin Agarwal Dr. Anand Agarwal Dated : 28th June, 2004 Director Whole-time Director

Annexure I to the Directors' Report

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 217(1)(a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2004.

(B) Technology Absorption:

(a) Specific areas in which R & D is carried out by Company :

(i) Enhanced capability of our product PMD - LITE by improving on PMD performance.

(ii) Two parties on our product DOF - LITE RS has been granted.

(iii) Two patent applications have been filed.

(b) Benefits derived as a result of the above R & D :

(i) Opportunity to complete in the foreign markets.

(ii) Technology upgradation

(iii) Development of new designs in products.

(iv) Attaining accredition of our product from internationally recognized bodies.

(c) Future Plan on R&D:

The Company's vision is to strengthen and broad base its R&D initiative and focus on new product development as a thrust area in addition to other engineering processes and upgrades.

(C) Technology Absorption, adoption and innovation :

(i) Efforts, in brief, made towards technology absorption, adoption and innovation:

The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction, and quality improvements are being made on a continuous basis.

(ii) Benefits derived as a result of the efforts e.g., product improvement, cost reduction, product development: Improved overall productivity, quality of the products and reduced process scrap and cost.

(iii) Information regarding technology imported during last 5 year's :

No technology has been imported by the Company.

(D) Foreign Exchange Earnings and Outgo :

Rs. Million.

1. Foreign Exchange Earned 227.41 2. Outgo of Foreign Exchange 503.98

Mar 31, 2003

The Directors present herewith the Fourth Annual Report together with the audited accounts 01 the Company for the year ended 31st March, 2003.

FINANCIAL RESULTS (Rupees in Million)

Particulars Year ended Year ended 31st March, 2003 31st March, 2002

Income from Operations 1,789.9 7,698.7

Less : Interdivisionai Transfers 462.2 626.4

Net Income from Operations 1,327.7 7,072.3

Profit/(Loss) before interest, depreciation & tax (335.4) 1,650.0

Less: Interest 248.8 149.2

Gross Profit/(Loss) (584.2) 1,500.8

Less: Depreciation 276.9 214.1

Provision for Taxation :

- Current Tax 0.2 120.0

- Deferred Tax - 165.0

Profit/(Loss) for the year (861.3) 1,001.7

Amount available for appropriation 1,428.3 2,754.8

Appropriation :

Debenture Redemption Reserve 10.0 365.0

General Reserve - 100.2

Balance carried forward to next year 1,418.3 2,289.6

TURNOVER AND PROFIT

During the year under review, income from operations aggregated Rs. 1,789.9 million and your Company incurred a loss of Rs. 335.4 million before interest, depreciation and tax as against an income of Rs. 7,698.7 million and profit before depreciation, interest and tax of Rs. 1,650.0 million for the previous year ended 31st March, 2002.

Net loss for the year after tax aggregated Rs. 861.3 million compared to a net profit after tax of Rs. 1,001.7 million for the previous year ended 31st March, 2002.

DIVIDEND

In view of the continuing adverse market conditions for the Company's products, both in the domestic and international markets, and to conserve cash resources of the Company, your Directors do not recommend any dividend for the financial year ended 31st March, 2003.

OPERATIONS REVIEW

The year under review was marked by the continuing slow down in the global telecommunication sector. The global market for optical fiber was at best stagnant with no new optical fiber deployment especially in the USA, the largest market. Further, the domestic market too witnessed reduction in volumes and lower prices. These factors affected the Company's sales volumes, realisations and margins considerably.

Optical Fiber Business

The Company is the only integrated manufacturer of optical fiber in the country with a manufacturing capacity of 4.0 million kilometer (km) and a strong Research and Development focus. This has provided your Company with a competitive cost advantage compared to other players in the domestic market.

The reduction in fiber prices in the international as well as the domestic markets resulted in lower realisations and severe margin pressure in the optical fiber business. Your Company supplied a major portion of its production in the domestic market, which was relatively better compared to the international scenario. However, optical fiber cable prices in the domestic market continued to be depressed and was less than half of the prices of the previous year.

The Company produced 1.72 million km of optical fiber compared to 1.73 million km of optical fiber in the previous year. Production of optical fiber cables aggregated 0.25 mill.ion fiber kilometer (fkm) compared to 0.33 million fkm in the previous year. Your Company continues to be the largest manufacturer of optical fiber products in India.

The global market for optical fiber continues to be weak with significantly lower deployment. Pricing and margins therefore, continue to be under pressure. While optical fiber prices have stabilised to a reasonable extent, any significant improvement in realisations seems unlikely in the near future.

Given the continuing weak market conditions for optical fiber and fiber products in the global markets, the 100% Export Oriented Unit (EOU) operations of your Company have become uneconomical. Consequently, the Company decided to convert the EOU into a Domestic Tariff Area (DTA) plant and has received "in-principle" approval for conversion of its 100% EOU into a DTA plant in terms of the Export Import Policy 1997-2002. Under the approval, your Company has received a licence under the Export Promotion

Capital Goods (EPCG) Scheme.

The Company has received a show cause cum demand notice from the Central Excise and Customs Authorities for payment of Rs. 1,706.63 million together with interest and penalty, if any, on excise and customs duties on alleged use of imported machinery of the EOU for production and sale of optical fiber in the DTA. This has been contested by the Company. The Company has, in the meanwhile, paid Rs. 30 million to the Central Excise and Customs Authorities without any prejudice to its rights and recourse to available legal remedies.

Jelly Filled Telephone Cables OFTC)

During the year under review, your Company produced a mere 0.2 million conductor kilometer (mckm) compared to 4.20 mckm in the previous year. The lower volume is on account of non-acceptance of )FTC order from Bharat Sanchar Nigam Limited (BSNL) due to unremunerative pricing. The JFTC business faces increased business risk primarily due to the expected lower demand from BSNL, the principal customer for the entire domestic JFTC industry. Stringent cost control will form the cornerstone of your Company's strategy to protect margins in the )FTC business. The Company does not expect any significant improvement in either volumes or prices of JFTC in the current year.

RESEARCH AND DEVELOPMENT (R&D)

Research & Development continues to be the backbone of your Company especially in optical fiber and fiber products. Your Company has invested significant time and resources in creating a structured process for conducting product development, process improvement and cost reduction projects. Your Company's R&D activity also includes continuous improvement and enhancement of existing manufacturing processes with a focus on cost reduction and quality improvements. These efforts have resulted in reducing the total manufacturing cost of fiber and have mitigated the impact of lower volumes and prices and consequently the losses to some extent.

GROUP

The Company is controlled by the Agarwal Group being a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. A list of these entities is given below:

- Volcan Holdings Limited, Bahamas

- Twinstar Holdings Limited, Mauritius

- Twinstar International Limited, Mauritius

- Mr. Dwarkaprasad Agarwal

- Mr. Agnivesh Agarwal

EMPLOYEE STOCK OPTION PLAN

The Company had, on February 19, 2000, granted 86,850 stock options at an exercise price of Rs. 300 per option to the employees under the `Employees Stock Option Plan' (the Plan). Out of 86,850 options vested in the employees of the Company, 36,673 options have been exercised for equity shares and balance 50,175 options have lapsed. The Plan has since been terminated at the end of the 3 year period i.e., February 18, 2003. The disclosure required to be made under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed hereto and forms a part of the Directors' Report. The Certificate of the Auditors as required under the said guidelines is also attached.

FINANCE

During FY2003, your Company's primary focus has been on reduction of borrowing cost both for short-term and long-term loans. High cost debt aggregating worth Rs. 470 million was repaid.

The Company's investment of Rs. 5 million in Sterlite Opportunities and Ventures Limited (SOVL) has been divested. Further, subsequent to the year end, your Company's advance of Rs. 1,125 million towards share application money (pending allotment) in SOVL has also been received.

The repayment of debt and additional borrowings at lower rates of interest have resulted in the average interest cost declining to 9.14% during the year.

LISTING

The Company's shares are listed on the Stock Exchanges at Mumbai, Delhi, Calcutta, Ahmedabad and the National Stock Exchange and trading is permitted only in the dematerialised mode. Shareholders are therefore, requested to dematerialise their physical holding in order to facilitate trading. Given the marginal trading volumes in the regional stock exchanges at Delhi, Calcutta and Ahmedabad, and the fact that electronic connectivity has enabled trading at the Mumbai Stock Exchange and the National Stock Exchange from even remote locations, your Company proposes to delist from the Delhi, Calcutta and Ahmedabad bourses. This will require members' approval, which is intended to be sought at the ensuing Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

BUYBACK OF SHARES

Though the Members had approved a resolution authorising the Board of Directors of the Company to implement a Buyback of its fully paid equity shares of Rs. 5/- each for an amount not exceeding Rs. 250/- per share and Rs. 800 million in the aggregate, which due to adverse business conditions, the Company has decided not to go ahead with the buy-back proposal.

DIRECTORS

Mr. Arun Todarwal, practising Chartered Accountant and Managing Partner of M/s. Todarwal and Todarwal, Chartered Accountants was appointed as Director on the Board of your Company on January 25, 2003. Mr. Todarwal holds office till the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Gautam Doshi, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-' appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance as prescribed by the Listing Agreement is annexed and forms a part of the Annual Report. The Auditors' Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2003 and of the loss of the Company for the financial year ended 31st March, 2003;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the accounts on a "going concern" basis.

AUDITORS

Notes to the Accounts as referred in the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules 1988, is annexed hereto and forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts of the Company's wholly owned subsidiaries, along with the Reports of the Board of Directors and the Auditors' thereon for the financial year ended 31 st March, 2003 are annexed.

The Directors wish to bring to your attention the following events that have taken place subsequent to the date of approval of the Directors' Report and the audited financial statements of the Company for the financial year ended 31 st March, 2003 by the Board of Directors at the meeting held on 30th April, 2003.

The Board of Directors at their meeting held on 30th July, 2003 appointed Dr. Anand Agarwal and Mr. Haigreve Khaitan as Additional Directors of the Company in accordance with Article 82(1) of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Messers Agarwal and Khaitan hold office up to the date of the ensuing Annual General Meeting in terms of Section 260 of the Companies Act.

Mr. Anil Agarwal Chairman, Mr. Sandeep Junnarkarand Mr. Gautam Doshi, Directors of the Company have resigned from the office of Chairman and Director respectively with effect from the conclusion of the Board Meeting held on 30th July, 2003.

Further, Mr. Navin Agarwal resigned from the office of Whole Time Director of the Company with effect from 30th July, 2003 and was appointed as Additional Director of the Company in accordance with Article 82(1) of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Mr. Navin Agarwal holds office up to the date of the ensuing Annual General Meeting in terms of Section 260 of the Companies Act.

The Board of Directors, at their meeting held on 31st July, 2003 have taken note of the said resignations and place on record their deep appreciation of the services and guidance given by Mr. Anil Agarwal, Mr. Sandeep Junnarkar and Mr. Gautam Doshi.

Following the resignations, no Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 217(1)(a) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2003.

(A) Conservation of Energy :

The Company continues to give high priority to conservation of energy on an ongoing basis.

(a) Some of the significant measures adopted are:

(i) Savings in power through usage of CPP-VAM chiller.

(ii) Optimisation of lighting fixtures in administrative areas

(iii) Installation of autopoweroff for electrical energy conservation

(iv) Daily monitoring of fuel consumption and loss for the CPP

(v) Energy saving in utility by proper machine planning

(B) Technology Absorption :

(a) Specific areas in which R&D is carried out by Company:

(i) Developed new product line DOF - LITE with two variants LEA and RS

(ii) Developed new product line MULTI - LITE with variants 50 and 62.5

(iii) Enhanced capability of our product PMD - LITE by improving on PMD performance

(iv) Two patents on our product DOF - LITE RS has been granted

(v) Two patent applications have been filed

(b) Benefits derived as a result of the above R&D:

(i) Opportunity to compete in the foreign markets

(ii) Technology upgradation

(iii) Development of new designs in products

(iv) Attaining accredition of our product from internationally recognised bodies

(v) Increased capacity and productivity of manufacture of optic fibre

(c) Future Plan on R&D:

The Company's vision is to strengthen and broad base its R&D initiative and focus on new product development as a thrust area in addition to other engineering processes and upgrades.

(C) Technology absorption, adoption and innovation :

(a) Efforts, in brief, made towards technology absorption, adoption and innovation :

The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on a continuous basis.

(b) Benefits desired as a result of the efforts e.g. product improvement, cost reduction, product development:

Improved overall productivity, quality of the products and reduced process scrap.

(c) Information regarding technology imported during last 5 years No technology has been imported by the Company.

(D) Foreign Exchange Earnings and Outgo :

Rs. Million

1. Foreign Exchange Earned 295.6

2. Outgo of Foreign Exchange 1072.6

Mar 31, 2002

Your Directors have pleasure in presenting the Third Annual Report together with the Audited Accounts for the year ended 31st March, 2002.

FINANCIAL RESULTS

(Rupees in Million) Particulars Year ended Nine Months ended 31st March, 2002 31st March, 2001

Income from operations 7,698.7 7,943.1

Profit before interest, depreciation & tax 1,650.0 2,821.7

Less: Interest 149.2 242.7

Gross Profit 1,500.8 2,579.0

Less: Depreciation 214.1 142.6

Provision for Taxation:

Current Tax 120.0 180.0

Deferred Tax 165.0 -

Profit for the year 1,001.7 2,256.4

Amount available for appropriation 2,754.8 2,256.4

Appropriation:

Debenture Redemption Reserve 365.0 -

General Reserve 100.2 225.6

Proposed Dividend on equity shares (including corporate tax on dividend) - 277.7

Balance carried forward to next year 2,289.6 1,753.1

TURNOVER AND PROFIT

During the year under review, your Company achieved sales turnover of Rs. 7,624.2 million and profit before interest, depreciation and tax of Rs. 1,650 million as against Rs. 7,781.5 million and Rs. 2,821.7 million, respectively for the nine month period ended 31st March, 2001.

Profit after tax was Rs. 1,001.7 million as against Rs. 2,256.4 million for the nine month period ended 31st March, 2001.

DIVIDEND

In view of the adverse market conditions for the Companys products in the current financial year and to conserve the cash resources of the Company, your directors do not recommended any dividend for the financial year ended 31st march, 2002.

OPERATIONS REVIEW

The year under review was marked by the slow down in the global economy and the telecom sector was no exeption to it. The global market for optical fibre was stagnant with no new optical fibre deployment espacially in the USA, the largest market. This effected the Companys realisations and margins.

Optical Fibre Business

Your Company enjoys the advantages of being the only integrated manufacturer of optical fibre in the Country. The manufacturing capacity for the optical fibre business has been enhanced from 1.8 million fibre kilometer to 4 million fibre kilometer.

The reduction in fibre prices in the international market resulted in lower realisations and margins in the optical fibre business. Ypur Company supplied a major portion of its production in the domestic market which witnessed a steady growth due to higher outlay in the telecom sector. However, the optical fibre cable prices in the domestic market was around 27% lower as compared to the previous year prices. The lower realisations was mitigated partially due to higher yields and better cost control.

Your Company produced 1.73 million fibre kilometer of optical fibre as compared to 0.92 million fibre kilometer in the previous nine month period. Production of optical fibre cables aggregated to 0.33 million fibre kilometer as compared to 0.44 million fibre kilometer in the previous nine month period. Your Company continues to be the largest manufacturer of optical fibre products in India.

The global market for optical fibre continues to be weak with lower deployment. Pricing and margins therefore continue to be under pressure. Any significant improvement in the realisation seems to be unlikely in the near future.

Jelly Filled Telephone Cables (JFTC)

Your Company continues to be the largest supplier of jelly filled telephone cables in the Country. During the year under review, your Company produced 41.99 lakh cable kilometer of JFTC as compared to 15.72 lakh cable kilometer in the previous nine month period,

The JFTC business faces increased business risk scenario primarily because of the lower demand from Bharat Sanchar Nigam Limited, the principal customer for the domestic JFTC industry.

RESEARCH AND DEVELOPMENT (R&D)

Research & Development continues to be the backbone of your Companys growth strategy.

Your Company has invested significant time and resources in creating an infrastructure for enhancing development projects. Your Companys R&D also includes continuous improvement and enhancement of existing manufacturing processes to achieve and reduce cost of its products.

LISTING

Your Companys shares continue to be listed on the Stock Exchanges at Mumbai, Delhi, Kotkata, Ahmedabad and the National Stock Exchange.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits during the year.

EMPLOYEE STOCK OPTION SCHEME

The disclosure required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed hereto and forms a part of the Directors Report. The Certificate of the Auditors as required under the said guidelines is also attached.

BUYBACK OF SHARES

Your Company had at its Second Annual General Meeting held on 29th September, 2001 passed a resolution, authorising the Board to implement the Buyback of its fully paid equity shares of Rs. 5/- each for an amount hot exceeding Rs. 250/- per share and Rs. 80 Crores in the aggregate, However, your Company has not yet purchased any of its shares back from the Shareholders under the said resolution.

INVESTMENT IN STERLITE OPPORTUNITES AND VENUTRES LIMITED (SOVL)

During the year, your Company invested in 5,00,000 fully paid equity shares of Rs. 10/- each for cash at par of SOVL. Subsequent to the year end, your Company has advanced an amount of Rs. 1,950 million to SOVL as share application money for whichallotment is pending.Sovl is a special Purpose vehicle jointly promoted by Sterlite Industries (India) Limited and your Company. SOVL was incorporated with the objective of acquring companies in bussiness in which the sterlite Groupo has Interest. SOVL has recently acqried 46% equity stake in Hindustan Zinc Limited through the disinvestment programme of the Government of India (26%) and an open offer to the public(20%).

DIRECTORS

Mr.Ashok Panjwani and Dr. Mansoor Saifi resigened from the Board of Directors effective 30th October, 2001. The Board places on record its apprection of the contributions made by Mr. Panjwani and Mr. Sandeep H. Junnarkar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance as prescribed by the Listing Agreement is annexed and forms a part of the Annual Report. The Auditors Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also attached.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2002 and of the profit of the Company for the financial year ended 31st March, 2002;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the accounts on a "going concern" basis.

AUDITORS

Notes to the accounts as referred in the Auditors Report are self-explanatory: and therefore, do not call for any further comments or explanations.

Our statutory auditors, M/S. Deloitee Haskins &sells retire at the ensuing Annual General Meeting and are eligable for re_appointment.

PARTICULARS OF CONSERVATION OE ENERGY, TECHONLOGY ABSORPTIION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 19546 read with the Companies (Particulars of employees) Rules, 1975 is annexed hereto and forms a part of the Directors` Report. Howev er, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid Information. Any shareholder interested in obtaining such particulars may write to the Deputy Company Secretary at the Registered Office of the Company.

SUBSIDIARY COMPANIES

As requried under Section 212 of the Companies Act, 1956, the audited statements of accounts of the Company`s wholly owned subsidiaries, along with the reports of the Board of Directors and the Auditors` thereon for the financial year ended 31st march, 2002 are annexed.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the contributions made by the employees towards the success of your Company. Your Directors are also thankful for the co-operation and assitance received from financial institutions, banks, central and State government Departments and local authorities.

Annexure to the Directors Report

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2002.

(A) Conservation of Energy:

Your Company continues to give high priority to conservation of energy on an ongoing basis.

(a) Some of the significant measures adopted are:

(i) Installation of Capacitors for improvement of power factor.

(ii) Replacement of energy efficient A. C. drives in place of D.C. drives in various motors.

(iii) Installation of electronic ballasts in all office sections in place of conventional ballasts.

(iv) Use of water circulation pump for cooling tower instead of a dedicated pump for cooling tower.

(v) Installation of UV sheets to reduce lighting consumption during the day time.

(vi) Improvement in power factor by implementation of auto power correction system and distribution of load.

(vii) Installation of variable frequency drives for air handling units, resulting in reduction of power consumption in Air Conditioning.

(viii) Installation of Push-pull system for reduction of Air conditioning load in Shop floor.

(B) Technology Absorption:

(a) Specific areas in which R&D is carried out by Company:

(i) Two new Patents have been filed for new type of Fibre manufacture.

(ii) Development of larger Preform, for enhancement of plant capacity.

(iii) Development of new control systems for enhancing fibre draw capacity.

(iv) Development/modification MCVD process and alternative jacketing process to reduce time cycle.

(v) Process improvement of draw speed of optical fibre.

(vi) Development of optic fibre having better geometrical properties for long ditance transmission suitabilitty.

(vii) development to reduce the splice loss for lower transmission cost.

(viii) Manufacturing of Foam skin insulation cable.

(ix) Indigenous development of ceramic inserted pulleys for high speed imported insulation lines.

(b) Benefits derived as a result of the above R&D:

(i) opportunity to compete in the foreign markets.

(ii) Techonlogy upgradation.

(iii) Development of new designs in products.

(iv) Attaining accredtion of our product from internationally recognised bodies.

(v) Increased capacity and producitivity of manufacture of optic fibre.

(c) Future Plan on R&D:

The Company`s vision is to stergthen and broad base its R&D initiative and focus on new product development as a thurst area in addition to other engineering processes and upgrades.

(C) Technology absorption, adoption and innovation:

(i) Efforts, in brief, made towards technology absorption, adaptation and innovation:

The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on a continuous basis.

(ii) Benefits desired as a result of the efforts e.g. product improvement, cost reduction, product development:

Improved overall productivity, quality of the products and reduced process scrap.

(iii) Information regarding technology imported during last 5 years

No technology has been imported by the Company.

(D) Foreign Exchange Earnings and Outgo:

Rs. Million

1. Foreign Exchange Earned 603.3

2. Outgo of Foreign Exchange 3027.5

For and on behale of the Board of directors,

Place: Mumbai Anil Agarwal dated: 5th August, 2002 Chairman

Mar 31, 2001

Your Directors have pleasure in presenting the Second Annual Report together with the audited accounts for the nine month period ended 31st March, 2001.

FINANCIAL RESULTS

Particulars Amount (Rs. in million)

Income from operations 7,943.1

Profit before interest, depreciation & tax 2,821.7

Less : Interest 242.7

Gross Profit 2,579.0

Less : Depreciation 142.6

Provision for Taxation 180.0

Profit for the year 2,256.4

Amount available for appropriation 2,256.4

Appropriation:

General Reserve 225.6

Proposed Dividend on equity shares (including corporate tax thereon) 277.7

Balance carried forward to next year 1,753.1

TURNOVER AND PROFIT

In the first nine months of operation, your Company achieved sales turnover of Rs. 7,781.5 million and profit before interest, depreciation and tax of Rs. 2,821.7 million. The healthy performance was due to higher sales volumes, better realisations for optical fibre and optical fibre cables, increased productivity and successful fruition of various cost reduction initiatives adopted by your Company. During the same period, profit after tax was Rs. 2,256.4 million.

DIVIDEND

Your Directors have recommended pro-rata equity dividend of Rs. 4.50 per share of face value of Rs. 5/- (120% annualised) for the nine months ended 31st March, 2001. The total amount of dividend payment (including corporate tax) aggregates Rs. 277.7 million. EXPORTS

During the nine month period ended 31st March, 2001 your Company achieved significant breakthroughs in the international markets and achieved an export turnover (on FOB basis) of Rs. 2,760.1 million. Exports constituted 35% of total sales turnover. Your Company's products achieved favourable acclaim in discerning markets like the United States, Europe, China and South-East Asia.

OPERATIONS REVIEW

You are aware that your Company was formed by the demerger of the erstwhile telecom division of Steriite Industries (India) Limited with effect from 1st July, 2000 to enable a sharper focus on each of the businesses. As envisaged, your Company has achieved significant growth in its businesses, higher average realisations, lower costs and improved margins. A brief review of each of the businesses follows:

Optical Fibre Business

Your Company is a technology-focussed optical communication Company with global positioning. Your Company is the largest manufacturer and supplier of optical fibre in India and the only Indian company to manufacture optical fibre from the basic preform stage. This gives it considerable technological and cost advantages over its domestic competitors. It also enables the Company to compete with global majors in international markets.

During the period, there was a surge in the demand for optic fibre products due to a number of factors including quantum increase in data traffic, increased fibre count in optical fibre cables, growth in internet usage, rollout of long-haul lines leading to a high demand supply mismatch. Your Company, with its enhanced capacity, was well positioned to harness the benefits of this market situation. The global scenario for optical fibre and cables has witnessed a change with easing of demand and increased supplies with concomitant impact on prices. This is more pronounced in tile long-haul fibre segment and in the US market. However, other global emerging economies, notably China and India continue to provide opportunities for your Company's products.

Your Company is expected to receive a major share of Bharat Sanchar Nigam Limited's (BSNL) order for optical fibre cables. Private sector participation in telecommunication infrastructure in India has increased and network roll-out has accelerated. This segment is expected to grow rapidly and will be a focus area for your Company in the domestic market.

During the period optical fibre manufacturing capacity was increased from the initial level of 1 million kilometres to 1.8 million kilometres. Your Company is strengthening its position in this segment with further capacity augmentation and plans are under way to increase this capacity to 5 million kilometres. While the domestic market continues to be buoyant with a total volume of over 2.5 million kilometres, your Company will strategically maintain its presence in the export markets in order to reinforce its international presence and widen its customer base.

Jelly Filled Telephone Cables (JFTC)

Your Company is the largest manufacturer of jelly filled telephone cables in the country. Due to a lower level of orders received from the largest customer - BSNL, sales volumes for FY2001 were relatively lower at 3.1 million cable kilometre. In the current financial year, your Company expects to increase its market share in this segment and reinforce its position as the premier player. With millions of homes and offices across the country getting wired with new telephones and internet connections, demand for jelly filled telephone cables, which is a preferred cable for last-mile connections, remains positive.

RESEARCH AND DEVELOPMENT (R&D)

Your Company believes that strong product development capabilities constitute its core competencies. This has permitted your Company to enhance its technological capabilities, develop cost competitive products and applications, incorporate contemporary features and maintain the comprehensiveness of its product offerings in a highly competitive global market.

The R&D process is driven by availability of new technologies, market data and customer feedback. Your Company has invested significant time and resources in creating a structured process for conducting product development projects. The core R&D team has consistently developed technologically advanced, high performance products that are cost competitive. Your Company's R&D also includes continuous improvement and enhancement of existing manufacturing processes while maintaining high quality and cost competitiveness of products.

The Telcordia (BELLCORE) certification for optical fibre and cables bears testimony to the highest process and product quality standards and consistent adherence to the most stringent specifications.

An integral part of the R&D program consists of working with academic and research institutions such as Central Glass and Ceramic Research Institute of India (CGCRA), the Indian Institute of Technology and Telecom Engineering Center of India.

CHANGE IN COMPANY NAME

In accordance with the Special Resolution passed by the Members of the Company at their Extraordinary General Meeting held on 11th August, 2000, the Company's name was changed from Sterlite Telecom Systems Limited to Sterlite Optical Technologies Limited effective 21st August, 2000.

FINANCE

In accordance with the Scheme of Arrangement approved by the Hon'ble High Court of Judicature at Bombay 55,912,559 fully paid-up equity shares of Rs. 5/- each were issued and allotted during the year to the shareholders of Sterlite Industries (India) Limited. Further, 79,996 fully paid-up Equity Shares of Rs. 5/- each were allotted in accordance with the Employee's Stock Option Scheme at a premium of Rs. 245/- per share.

Your Company's shares are listed on the Stock Exchanges at Murnbai, Delhi, Calcutta, Ahmedabad and the National Stock Exchange of India Limited.

Your Company has changed its financial year to end on 31st March instead of 30th June. Accordingly, the financial year to which this Report relates to is for the nine month period 1st July, 2000 to 31st March, 2001.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits during the year.

EMPLOYEE STOCK OPTION SCHEME

The disclosures required to be made under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is annexed hereto as Annexure I and forms a part of the Directors' Report. The Certificate of the

Auditors as required under the said guidelines is also attached.

DIRECTORS

Mr. Ashok Panjwani was appointed Additional Director effective 31st October, 2000 and Whole-time Director (Designated as Director and Chief Executive Officer) effective 1st November, 2000. Mr. Sandeep Junnarkar and Mr. Gautam Doshi were appointed Additional Directors effective 8th January, 2001. Dr. Mansoor Saifi was appointed Additional Director effective 23rd February, 2001. The Additional Directors hold office up to the date of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Dwarkaprasad Agarwal resigned from the Board of Directors effective 23rd February, 2001. Your Board places on record its appreciation of the contributions made by Mr. Dwarkaprasad Agarwal to the growth of the Company.

Mr. Anil Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance as prescribed by the Listing Agreement is annexed and forms a part of the Annual Report. The

Auditors Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also attached.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2001 and of the profit of the Company for the nine month period ended 31st March, 2001;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the accounts on a "going concern" basis.

AUDITORS

Notes to the accounts as referred in,-the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

Our statutory auditors, M/s. Deloitte Haskins & Sells retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTSCULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 is annexed hereto as Annexure II and forms a part of the Directors' Report. PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto as Annexure III and forms a part of the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Deputy Company Secretary at the Registered Office of the Company SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts of the Company's wholly owned subsidiaries, along with the Reports of the Board of Directors and the Auditors' thereon for the nine months period ended 31st March, 2001 are annexed.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the contributions made by the employees towards the success of the Company. Your Directors are also thankful for the co-operation and assistance received from financial institutions, banks, Central and State Government Departments and local authorities.

For and on behalf of the Board of Directors,

Place : Mumbai, Anil Agarwal Dated : 31st July, 2001. Chairman

Particulars of Technology Absorption and Foreign Exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Directors) Rules, 1988 for the nine month period ended 31st March, 2001

A) Conservation of Energy:

Your Company continues to give high priority to conservation of energy on an ongoing basis.

(a) Some of the significant measures adopted are:

(i) Installation of Capacitors for improvement of power factor.

(ii) Replacement of energy efficient A.C. drives in place of D.C. drives in various motors.

(iii) Installation of electronic ballasts in all office sections in place of conventional ballasts.

(iv) Use of water circulation pump for cooling tower instead of a dedicated pump for cooling tower.

(v) Installation of UV sheets to reduce lighting consumption during the day time.

(vi) Improvement in power factor by implementation of auto power correction system and distribution of load.

(vii) Installation of variable frequency drives for air handling units, resulting in reduction of power consumption in Air Conditioning.

(viii) Installation of Push-pull system for reduction of Air conditioning load in Shop floor.

B) Technology Absorption:

(a) Specific areas in which R&D is carried out by Company:

(i) Two new Patents have been filed for new type of Fibre manufacture.

(ii) Development of larger Preform, for enhancement of plant capacity.

(iii) Development of new control systems for enhancing fibre draw capacity.

(iv) Development/modification MCVD process and alternative jacketing process to reduce time cycle.

(v) Process improvement of draw speed of optical fibre.

(vi) Development of optic fibre having better geometrical properties for long distance transmission suitability.

(vii) Development to reduce the splice loss for lower transmission cost.

(viii) Manufacturing of Foam skin insulation cable.

(ix) Indigenous development of ceramic inserted pulleys for high speed imported insulation lines.

(b) Benefits derived as a result of the above R&D:

(i) Opportunity to compete in the foreign markets.

(ii) Technology upgradation.

(iii) Development of new designs in products.

(iv) Attaining accredition of our product from internationally recognised bodies.

(v) Increased capacity and productivity of manufacture of optic fibre.

(c) Future Plan on R&D:

The Company's vision is to strengthen and broad base its R&D initiative and focus on new product development as a thrust area in addition to other engineering processes and upgrades.

C) Technology absorption, adoption and innovation:

(i) Efforts, in brief, made towards technology absorption, adaptation and innovation:

The technology used for manufacture of various products of the Company is fully absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on a continuous basis.

(ii) Benefits desired as a result of the efforts e.g. product improvement, cost reduction, product development: Improved overall productivity, quality of the products and reduced process scrap.

(iii) Information regarding technology imported during last 5 years:

No technology has been imported by the Company.

D) Foreign Exchange Earnings and Outgo:

Rs. Million

1. Foreign Exchange Earned 2760.1 Export of Goods on FOB basis

2. Outgo of Foreign Exchange Value of Imports (GIF)

(a) Raw Material & Others 735.6

(b) Capital Goods 462.8

(c) Others 68.3

3. Expenditure in Foreign Currencies 79.9

4. Net Foreign Exchange Earned 1413.5

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