45 Vedanta Resources plc Annual report 2009

Remuneration Report
Introduction This Remuneration Report sets out the policies and practices adopted by the Company in respect of members of the Board and provides details of their remuneration and share interests for the year ended 31 March 2009. The Remuneration Report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002 (the ‘Regulations’) (Schedule 7A, Companies Act 1985). Part II of the report sets out the information on which the auditors are required to report to the Company’s members. Of necessity, the design of remuneration policy will evolve from year to year in line with the Company’s strategic needs. Given the current unprecedented economic situation the Remuneration Committee will keep under close review remuneration policy and incentive plans during the forthcoming year. The Remuneration Committee will continue to give full consideration to the principles set out in the Combined Code on Corporate Governance in relation to Directors’ remuneration and to the guidance of investor relation bodies. The report has been approved by the Board and signed on its behalf by the Chairman of the Remuneration Committee. A resolution to approve this report will be proposed at the Company’s Annual General Meeting to be held on 27 July 2009. Part I (Unaudited) Remuneration Committee (the ‘Committee’) The Board has established a Remuneration Committee in accordance with Provision B.2.1 of the Combined Code to determine on behalf of the Board the Company’s policy on the remuneration and terms of engagement of the Executive Directors and certain senior executives. During 2008–09 the Committee comprised: – Mr Naresh Chandra (chairman) – Mr Euan Macdonald – Mr Aman Mehta All three members of the Committee served during the year and are all independent Non-executive Directors. The Committee’s duties are set out in its terms of reference which are available on request from the Company Secretary at the Company’s registered office. The Committee‘s remit is primarily to determine and agree with the Board the framework and broad policy for the remuneration of the Chairman and Executive Directors. In so doing, the Committee makes recommendations to the Board on: – the Company’s overall policy on executive and senior management remuneration; – remuneration packages for individual Executive Directors, including basic salary, bonus, performance-based shortand long-term incentives, pensions and other benefits; and – the design and operation of the Company’s share incentive schemes. Mr A Thirunavukkarasu (President Group HR) advises the Committee on the policies and practices being applied and acts as the secretary to the Committee. He also provides input into discussions concerning the remuneration and benefits offered to the Executive Directors during the year. Ernst & Young LLP review and confirm the Company’s TSR performance in respect of the long-term and short-term incentive plans. Ernst & Young LLP also provide some tax and internal audit services to the group. The Committee will engage independent consultants to advise on particular aspects of Directors’ remuneration as appropriate. During the year Hewitt New Bridge Street (‘HNBS’ which forms part of Hewitt Associates) provided ad hoc advice on the Company’s remuneration practices as they apply to Executive Directors. HNBS provide no other services to the Company. The Committee met three times during the year and considered the following items of business: – A report of the President, Human Resources on developments in the human resource area. – Salary and bonus arrangements of the Executive Directors. – Vesting of long term incentive plan awards. – Grant of long term incentive plan awards to new employees. – Remuneration package of the new Chief Executive of the Company. Remuneration Policy The Committee’s principal focus continues to be the attraction and retention of high-calibre executives, incentivising them to develop and implement the Group’s strategy so as to enhance long-term shareholder value. A consistent approach is used in determining the remuneration of key operational and financial heads within the Group (the ‘Senior Management Group’). Both performance and non-performance-related components of the remuneration packages for Executive Directors and the Senior Management Group are therefore set by reference to local market practice in India. Against this backdrop, the Board’s overall objective is to have in place a remuneration policy that helps facilitate the development of managers from within the existing operations, whilst offering remuneration packages that reflect the Group’s position as a pre-eminent player in the Indian metals and mining sector in particular and the manufacturing sector as a whole. The Board is mindful of the current downturn affecting global markets and the Remuneration Committee will be considering this amongst other factors when establishing policy for the forthcoming year taking also into consideration the challenges being confronted, growth pipeline and cost of production (‘COP’) trend. The Board remains committed to the principle of retaining and incentivising managers by ensuring that the structure of individual packages remains in line with market practice, whilst also taking into account the performance of the individual and the Company as a whole.
OVERVIEW BUSINESS REVIEW FINANCIAL REVIEW SUSTAINABILITY BOARD + EXECUTIVE COMMITTEE CORPORATE GOVERNANCE FINANCIAL STATEMENTS

> Corporate Governance
46 Vedanta Resources plc Annual report 2009

Remuneration Report (continued)
The following factors are taken into consideration when setting remuneration levels for the Executive Directors and the Senior Management Group: – Levels of remuneration throughout the Group. – Market practices prevailing in the countries in which executives work. – Market practices in the country in which we operate in the mining and manufacturing sectors (in respect of operational management) and in all sectors (in respect of corporate and supporting functions), excluding certain very high-paying sectors, for example, financial services. The Group attempts to align the interests of the Senior Management Group with those of the shareholders by linking share and cash incentives to corporate performance and challenges faced. This is measured by reference to the key performance indicators as discussed in the Financial Review on pages 24 to 27. Therefore, the remuneration packages of the Senior Management Group comprise: – A salary for day-to-day performance of duties. – A performance bonus as an incentive to meet short-term goals – these are set by reference to individual key result areas (‘KRAs’), personal qualities and the financial performance of the Company. – Awards under the long-term incentive plan (‘LTIP’, referred to below) to incentivise long-term and strategic performance. – The short-term incentive plan (‘STIP’) for members of the Senior Management Group below Board level within the overall LTIP Scheme. – Benefits in kind in accordance with local market practices. The Committee will oversee that the incentive structure for the Executive Directors and members of the Senior Management Group is in line with the market. Given the India-focused approach taken to remuneration policy, it has not been felt necessary to appoint independent compensation and benefit consultants to advise the Committee on remuneration matters during the year save for the ad hoc advice described above. Salaries, Pensions and Other Benefits Salaries and Cost to Company The Executive Directors are based in India (with the exception of Mr Anil Agarwal, who is UK-based), along with the majority of the Group’s professional management. Consequently their remuneration is set by reference to the prevailing rates within that market. In addition, salaries for Executive Directors and members of the Senior Management Group are set by reference to those positions of comparable status, skill and responsibility in the metals and mining industries, and in the manufacturing and engineering industries more generally. The basic remuneration of executives in India is referred to as ‘cost to company’ (‘CTC’) which represents an aggregate figure encompassing basic salary and allowances. Mr Anil Agarwal has a service agreement with the Company under which he received a salary of £925,000 per annum. Mr Navin Agarwal and Mr MS Mehta have service agreements with Sterlite Industries (India) Ltd (‘Sterlite’) which have been augmented by letters of appointment to the Board of the Company. During the year, Mr Agarwal was entitled to CTC of INR 45,200,007 per annum and Mr Mehta was entitled to CTC of INR 11,249,999 per annum pursuant to their Sterlite service agreements. They were both entitled to benefits in kind. Under their letters of appointment to the Board of the Company, Mr Navin Agarwal and Mr MS Mehta were paid fees of £60,000 per annum, to reflect the amount of time they spend on Board business. Mr Kaura, who retired as Chief Executive on 30 September 2008, had a service agreement with Sterlite under which he was entitled to CTC of INR 28,700,002 per annum. He also received fees of £60,000 per annum for time spent on Board business. Salaries are reviewed on an annual basis and changes will generally be implemented with effect from 1 April each year taking into account the period of service during the year. The salary levels of Mr A Agarwal and Mr N Agarwal were agreed by the Remuneration Committee on 6 May 2009 and take effect from 1 April 2009. Mr M Mehta’s salary was agreed by the Committee on his appointment on 1 October 2008 and reviewed by the Remuneration Committee on 6 May 2009. Details of salary levels for the Executive Directors are as follows:
Designation Vedanta salary from 1 April 2009 (£) Sterlite salary from 1 April 2009 (INR)

Total (£)

AK Agarwal N Agarwal MS Mehta
Note: Exchange rate of INR 72.65 to £1 as at 1 April 2009.

Executive Chairman 1,017,500 – Deputy Executive Chairman 60,000 49,720,000 Chief Executive (appointed 1 October 2008) 60,000 14,062,000

1,017,500 684,377 193,558

47 Vedanta Resources plc Annual report 2009

Pensions The Company does not provide post-retirement benefits to Mr Anil Agarwal and this is reflected in the determination of his overall remuneration package. The Indian-based Executive Directors are entitled to contribute to the Provident Fund, a Gratuity and Superannuation Fund which provides pension benefits consistent with local market practices. These are defined contribution pension arrangements. Benefits in Kind Mr Anil Agarwal is provided with a car and fuel in the UK for business use. For his frequent business trips to India, Mr Agarwal is also provided with a car and driver for business use and is entitled to the use of Company-owned furnished accommodation. Benefits in kind provided to Indian-based senior executives are set in line with local market practices and include private medical insurance, accident insurance, the use of a car and driver, and for certain individuals, the provision of accommodation, either in Company-owned or leased premises. Mr Navin Agarwal is provided with leased accommodation and Mr M S Mehta is entitled to a housing loan subsidy. Mr Navin Agarwal was also reimbursed club membership fees. Performance Bonus The Company operates a performance bonus scheme providing the Executive Directors and the Senior Management Group with an opportunity to earn a cash amount based on the achievement of stretching performance targets. The bonus targets are reviewed by the Committee at the beginning of the financial year over which performance will be measured. The bonus is non-pensionable. The maximum bonus payable to the Executive Directors is 100% of annual base salary, whilst for other members of the Senior Management Group, the maximum bonus payable is 50% of CTC. In respect of Mr Navin Agarwal and Mr MS Mehta salary means the aggregate of Vedanta salary together with CTC payable by Sterlite. Performance conditions are attached to all bonus arrangements, which are set by reference to individual KRAs, personal quality measures and the financial performance indicators of the Group. The majority of KRA targets are linked to the Group’s vision and business plan of respective companies. However, certain KRAs monitor performance in respect of softer issues, or ‘enablers’, for example, people management, thus allowing a more rounded approach to be taken to incentivisation. For the year ended 31 March 2009, the payment of the annual bonus was dependent on the following business operational performance and projects, including green field and expansion projects. In addition it was linked to strategic initiatives in mergers and acquisitions and effective stakeholder management which resulted in recognition and achievement of awards in CSR, safety, quality, business excellence and best employer status.

Operational Performance – Record production of 462,000 tonnes of aluminium, an increase of 16.7% over the previous year. – Record delivery of refined zinc metal production of 552,000 tonnes, up by 29.6% compared with the previous year. – Achievement of highest ever production of saleable silver at 3.38 million troy ounces. – Record production of saleable iron-ore produced at 15 plus million tonnes, an increase of 28.5% over last year. Projects – All of the designated projects are in line with time schedules and project milestones. Project costs have been lowered taking the economic situation as an opportunity for growth. Employee Share Schemes The Group aims to provide superior rewards for outstanding performance and a high proportion of ‘at risk’ remuneration for Executive Directors. Three types of employee share schemes were approved by shareholders on Listing. The Board has no intention at present to introduce any further share schemes. The Vedanta Resources Share Reward Plan was adopted solely for the purpose of rewarding employees who had contributed to the Company’s development and growth over the period leading up to the Company’s Listing in December 2003. No further awards have been made under that plan nor are any planned in the future. Similarly, it is not intended that options will be granted in the foreseeable future under the Vedanta Resources Share Option Plan, which was adopted on Listing to provide maximum flexibility in the design of incentive arrangements over the long term. Long-Term Incentive Plan (‘LTIP’) The Company operates a Long-Term Incentive Plan, launched in 2004, for Executive Directors and senior management. Since its inception, the LTIP has been used to support the Board’s objective of incentivising and developing the potential within the wider management group. Each year the aim has been to broaden the constituency of employees eligible to participate in the LTIP so as to increase the alignment of interests between shareholders and the management population. It is the Committee’s intention that the LTIP will continue to be operated for these purposes and in the way described below during the forthcoming year. The vesting of LTIP awards is subject to measurement of the Company’s performance in terms of Total Shareholder Return (‘TSR’, being the movement in the Company’s share price plus reinvested dividends), compared over a three-year period from the date of grant with the performance of the companies constituting the FTSE Worldwide Mining Index (excluding precious metals).

OVERVIEW BUSINESS REVIEW FINANCIAL REVIEW SUSTAINABILITY BOARD + EXECUTIVE COMMITTEE CORPORATE GOVERNANCE FINANCIAL STATEMENTS

> Corporate Governance
48 Vedanta Resources plc Annual report 2009

Remuneration Report (continued)
The Remuneration Committee has adopted a specific list of companies as a comparator group for the purpose of facilitating periodic assessments of the Company’s TSR performance. It has selected companies which it believes are the Group’s peers and competitors and therefore will provide a meaningful comparison against which to measure the Group’s performance. The full list of companies against whose performance Vedanta’s TSR is measured is as follows (the ‘Comparator Group’): 1. Anglo American 2. Grupo Mexico 3. Xstrata 4. Vale 5. Antofagasta 6. Rio Tinto 7. BHP Billiton 8. Hindalco 9. Teck Cominco 10. Alcoa There have been no changes to the Comparator Group during the year. The extent to which an award vests will depend on the Company’s TSR ranking against the Comparator Group at the end of the three-year performance period. The vesting schedule is shown in the table below, with straight-line vesting in between the points shown rounded down to the nearest whole share.
Vedanta’s TSR Performance against the Comparator Group

three years. In addition, unlike the LTIP, the benefits under these schemes are not linked to relative TSR performance with a peer group of companies. Considering the multiplicity of factors (including vesting term duration, performance relative to peer group companies and the relatively modest maximum award level under the LTIP of 100% of the aggregate of annual salary and CTC fees compared to other companies of a similar size) that determine benefits under LTIP, the Remuneration Committee believes that 40% vesting for median performance is warranted, and the minimum required to maintain the LTIP’s role as a strong motivational and retention tool for the high calibre management team. However, the Committee will continue to monitor the appropriateness of this approach. The maximum value of shares that can be conditionally awarded to an Executive Director in a year is 100% of the aggregate of annual salary and CTC fees. The maximum value of shares that can be awarded to members of the Senior Management Group is calculated by reference to the fixed salary (CTC) and share-based remuneration consistent with local market practice. Nominations for awards under the LTIP are made by the chief executive officers of each operating company and heads of large independent projects based on guidelines issued by the Group. Individuals are assessed and categorised by reference to the importance of their roles to the relevant business unit, past performance and future potential. The size of awards is linked to fixed salary, being a factor of CTC, based on how the individual has been assessed in accordance with the Group’s guidelines. During the year, the Remuneration Committee resolved to award a total of 11,200 LTIP options to three individuals hired through the Company’s global recruitment programme. Details of the awards held by the Executive Directors as at 31 March 2009 are shown in the table of Directors’ Long Term Incentive Awards on page 51. Vesting of LTIP Awards Ernst & Young reviewed the Company’s TSR performance relative to the Comparator Group for the 36-month performance period for LTIP awards made in 2006. Ernst & Young reported that TSR performance of Vedanta over the three year period was at the median ranking triggering a 40% vesting of awards. Accordingly, the Remuneration Committee approved the vesting of 718,180 ordinary shares under the LTIP awards to 872 eligible employees. This included the vesting of awards to the Executive Directors as follows:
Mr Anil Agarwal Mr Navin Agarwal Mr Kuldip Kaura Mr MS Mehta 17,000 shares 13,360 shares 26,225 shares 8,000 shares

% of award vesting

Below median At median At or above upper quartile

nil 40 100

The performance condition is measured by taking the Company’s TSR over the four weeks immediately preceding the date of grant and over the four weeks immediately preceding the end of the three-year performance period and comparing its performance with that of the Comparator Group. The information to enable this calculation to be carried out on behalf of the Committee will be provided by the Company’s advisers. The Committee considers that this performance condition provides a reasonable alignment of the interests of the Executive Directors and the Senior Management Group with those of the shareholders. As the majority of the Group’s employees are domiciled in India, the Remuneration Committee has to be cognisant of Indian market practice in order to be sure of retaining high calibre employees in that market. The most common form of executive share option scheme in India is one in which a certain percentage of options vest every year, and the total options vest fully (100%) over three to four years. However, the full extent of awards under the Vedanta LTIP is known only after

49 Vedanta Resources plc Annual report 2009

Total Shareholder Return Performance Graph The graph below shows the TSR performance of the Company in comparison with that of the Comparator Group for the period from 31 March 2004 to 31 March 2009. To provide more detail, the graph presents performance on a daily basis rather than using year end dates as required by the Regulations.
Vedanta versus Comparator Group Average (rebased to 100)
31 March 2004 to 31 March 2009
900 600 300 0 Mar 04 Vedanta Mar 05 Mar 06 Comparator group Mar 07 Mar 08 Mar 09

Mr Navin Agarwal has a letter of appointment with Vedanta which may be terminated by giving six months’ notice. Mr Navin Agarwal’s appointment as a Director of Sterlite expires on 31 July 2013, being the expiry date specified in his Sterlite contract, with a notice period of three months’. His appointment as a Director of Vedanta is a rolling contract.
OVERVIEW

Mr Mahendra Mehta has a service contract with Sterlite and a letter of appointment with Vedanta which may be terminated by giving three months’ notice. There is a payment in lieu of notice clause in his contract allowing for the payment of compensation in the case of early termination. It is the Group’s policy that no Directors’ service contract should be terminable on more than 12 months’ notice.

BUSINESS REVIEW

Relative Importance of Fixed and Variable Pay A significant proportion of the remuneration of the Executive Directors is performance-linked. The chart below demonstrates the balance of fixed and variable pay in these circumstances for the Executive Directors assuming: (i) maximum bonuses were paid and full vesting of LTIP awards (‘Stretch Performance’); and (ii) actual bonus payouts as earned in 2009 and median vesting of LTIP awards (‘Target Performance’).
Relative split of salary bonus and LTIP for Executive Directors at target and stretch performance
Stretch performance Target performance
20 Salary Bonus 1 Share price growth is ignored. 40 LTIP Vesting1 60 80 100

Copies of all Executive Directors’ service contracts and the letters of appointment of the Non-executive Directors are available for inspection during normal business hours at the registered office of the Company. Individual Service Contract Details
Date of contract Notice period Outstanding term

FINANCIAL REVIEW

AK Agarwal 27 November 2003 N Agarwal (Vedanta) 4 May 2005 N Agarwal (Sterlite) 1 August 2003 Mr MS Mehta 1 October 2008 N Chandra1 A Mehta ER Macdonald Former Director Mr K Kaura (Vedanta) 1 June 2007 24 November 2004 23 March 2005 4 May 2005

6 months Rolling notice period 6 months Rolling notice period 3 months Until 31 July 2013 3 months Until 30 September 2011 3 months Until 31 May 2009 3 months Until 23 November 2009 3 months Until 22 March 2010 Not applicable – retired 30 September 2008 3 months Not applicable – retired 30 September 2008 3 months

SUSTAINABILITY

Mr K Kaura (Sterlite) 20 October 2004

Executive Directors’ Service Contracts Mr Anil Agarwal and Mr Navin Agarwal are employed under contracts of employment with the Company which are not for a fixed term but which may be terminated by not less than six months’ notice. Provision is made in Mr Agarwal’s contract for payment to be made in lieu of notice on termination which is equal to basic salary and costs to the Company for providing certain benefits during the notice period or part thereof.

1 Mr Chandra is engaged on a contract renewable every 12 months.

BOARD + EXECUTIVE COMMITTEE CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Non-executive Directors’ Fees The Board is responsible for setting Non-executive Directors’ fees. In 2007–08 the Board commissioned HNBS to undertake a peer group review of current fee levels. HNBS’s review took account of the Group’s complexity, the significant travel and time commitments required for attending Board and other meetings in India and the UK and the risk profile of the Company. Accordingly, Non-executive Directors’ fees were revised as follows: 1. Base fee, £60,000. 2. Committee membership fee, up to £5,000. 3. Committee chairmanship fee, up to £20,000.

> Corporate Governance
50 Vedanta Resources plc Annual report 2009

Remuneration Report (continued)
It is envisaged that a similar review will be carried out for the forthcoming year, 2009–10. In the case of fees paid in respect of membership and chairmanship of Board committees, the fee depends on the scope of the committee concerned. Chairman’s Salary The Chairman’s salary is approved by the Board (without the Chairman being present) on the recommendation of the Committee. Non-executive Directors’ Letters of Appointment The Non-executive Directors have letters of appointment which may be terminated by either party by giving three months’ notice. The Non-executive Directors’ letters of appointment set out the time requirements expected of them in the performance of their duties. Non-executive Directors are normally expected to spend at least 20 days per year on Company business. There is no provision in the letters of appointment of the Non-executive Directors for compensation to be paid in the event of early termination. External Appointments The Board’s policy on external appointments is that an Executive Director may, with the prior approval of the Board, accept one appointment external to the Group (other than any appointment to related parties or Volcan in the case of Messrs Anil Agarwal and Navin Agarwal) as a Non-executive Director of a publicly listed company anywhere and that the fees for any such appointment may be retained by the individual. Currently, none of the Executive Directors holds any such outside appointments, other than Messrs Anil Agarwal and Navin Agarwal who hold directorships of related parties or Volcan. Equity Dilution Resulting from Employee Share Schemes The dilution limits set out in the rules of the Employee Share Schemes in December 2003 allow up to an aggregate of 10% of the Company’s issued share capital to be issued or issuable pursuant to awards under any of the Company’s employee share schemes over a period of 10 years. Up to 5% of the Company’s issued share capital may be used for the Company’s discretionary schemes over a 10-year period. Shares issued or issuable pursuant to awards made under the Reward Plan are not counted for these purposes. Currently, 0.68% (2008: 1.33%) of the Company’s issued share capital is issuable in respect of outstanding awards under the LTIP. Directors’ Interests in Ordinary Shares The interests of the Directors (which are beneficial unless otherwise stated) in ordinary shares at 31 March 2009 were:
Ordinary shares at 1 April 2008 (or at date of appointment if later)

Ordinary shares at 31 March 2009

AK Agarwal1 AK Agarwal N Agarwal1 MS Mehta N Chandra A Mehta ER Macdonald

154,157,921 55,400 200,000 31,521 – – –

158,876,3932 55,440 213,360 31,521 – – –

1 Mr Anil Agarwal and Mr Navin Agarwal each held nominee shares in direct and indirect subsidiaries. These holdings are non-beneficial. 2 Mr Agarwal’s holding of 158,876,393 shares are registered in the name of Volcan Investments Limited which is a company owned by a family trust.

There have been no changes in the beneficial shareholdings of the Directors between the end of the financial year and the date of this report.

51 Vedanta Resources plc Annual report 2009

Part II (Audited) Directors’ Remuneration Year Ended 31 March 2009 The following table sets out an analysis of the pre-tax remuneration for the year ended 31 March 2009 for individual Directors who held office in the Company during this period. All amounts are in UK pounds sterling although payments in India under service contracts with Sterlite are paid in Indian rupees. Directors’ Remuneration
UK salary £000 CTC fees £000 Pensions £000

OVERVIEW

Annual performance bonus £000

Benefits in kind £000

2009 Total £000

2008 Total £000

Executive Directors AK Agarwal1 N Agarwal2 M S Mehta3 Former Executive Director KK Kaura4 Non-executive Directors N Chandra A Mehta ER Macdonald Former Non- executive Director SK Tamotia6 Total

925 60 30 30 95 85 72 82 1,379

– 498 66 217 – – – – 781

– 91 4 52 – – – – 147

278 172 44 1595 – – – – 653

51 76 4 22 – – – – 153

1,254 897 148 480 95 85 72 82 3,113

1,326 861 – 541 95 85 72 82 3,062

BUSINESS REVIEW FINANCIAL REVIEW

Notes: 1 Mr Anil Agarwal’s benefits in kind include provision of a car and fuel in the UK and India for business purposes. 2 Mr Navin Agarwal’s benefits in kind include use of leased accommodation in India club membership and use of car and driver. 3 Mr MS Mehta was appointed to the Board on 1 October 2008. His benefits in kind include use of car and housing loan subsidy. 4. Mr Kaura retired from the Board on 30 September 2008. His benefits in kind included use of leased accommodation in India and use of car and driver. 5 Payments to former Director This sum is in respect of an assignment completion bonus that Mr Kaura was entitled to under his employment contract with Sterlite for successful completion and discharge of his role and responsibilities as Managing Director of Sterlite. This was a contractual arrangement in place before he was appointed to the Board of Vedanta. The Committee reviewed Mr Kaura’s achievements and considered that he had fulfilled his contractual obligations. Accordingly, the Committee approved a bonus payment of INR 12,500,000 to Mr Kaura in February 2009. 6 Dr Tamotia resigned from the Board on 6 March 2009.

Directors’ Long-Term Incentive Plan Awards
Exercise price Option granted (US cents)

SUSTAINABILITY

Movements during the year Market price on exercise £ Market Aggregate price at gain on grant exercise £ £

1 April 20081

Grants Exercised

Lapsed

31 March 2009

Earliest/latest exercise dates

Date award exercised

AK Agarwal

1 Feb 20063 14 Nov 2007

0.10 42,500 0.10 37,000 0.10 33,400 0.10 24,500 0.10 20,000 0.10 8,000

– –

– 25,500 17,000 – – 37,000 –

N Agarwal

1 Feb 20063 14 Nov 2007

– 13,360 20,040 – – – –

– 24,500 8,000 8,000

MS Mehta

1 Feb 2006 14 Nov 2007

– 12,000 – –

1 Feb 2009 to 1 Aug 2009 14 Nov 2010 to 14 May 2011 1 Feb 2009 to 1 Aug 2009 14 Nov 2010 to 14 May 2011 1 Feb 2009 to 1 Aug 2009 14 Nov 2010 to 14 May 2011 1 Feb 2009 to 1 Aug 2009 14 Nov 2010 to 14 May 2011

– – 24 Feb 2009 – – –

– – 5.29 – – –

9.89 19.69

– –

BOARD + EXECUTIVE COMMITTEE

9.89 69,338 19.69 9.89 19.69 – – –

Former Director2 KK Kaura

1 Feb 20063 14 Nov 2007

0.10 25,000 0.10 16,500

– 22,222 –

2,778

– –

13 Feb 2009 13 Feb 2009

6.67 6.67

9.89 145,999

CORPORATE GOVERNANCE

4,033 12,467

19.69 26,497

1 Or at date of appointment if later. 2 On his retirement in September 2008, Mr Kaura was entitled to the vesting of a proportion of his LTIP awards based on TSR performance to that date pro-rated for time elapsed since the award. Accordingly, of the February 2006 award, 100% vested pro-rated for 32 months, and of the November 2007 award 88% vested pro-rated for 10 months. 3 TSR performance over three years was measured as at median ranking therefore 40% of the 2006 LTIP awards vested.

The mid-market price of the shares at 31 March 2009 was 675.5 pence and from 1 April 2008 to 31 March 2009, the share price varied between 387.75 pence and 2,780.00 pence. Signed on behalf of the Board of Directors. Naresh Chandra Chairman of the Remuneration Committee 6 May 2009

FINANCIAL STATEMENTS