Unassociated Document

The information in the Circular in Section 16 captioned “Information Concerning Securities of Sterlite Gold - Dividend Record for Common Shares” is incorporated herein by reference.

(e) Prior public offerings.

Not applicable.

(f) Prior stock purchases.

The information in the Circular in Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address.

This Schedule 13E-3 is being filed by the members of the Purchaser Group named herein who each are affiliated with Sterlite Gold as described in the Introduction section hereof. The name, business address and business telephone for each member of the Purchaser Group and each of their respective directors and officers as well as any additional affiliation with Sterlite Gold are set forth in Appendix A to the Notice to United States Shareholders and in the Circular in Section 1 captioned “The Offeror and Vedanta,” which are each incorporated herein by reference.

(b) Business and background of entities.

The information in Appendix A to the Notice to United States Shareholders and in the Circular in Section 1 captioned “The Offeror and Vedanta” is incorporated herein by reference.

The information in Appendix A to the Notice to United States Shareholders and in the Circular in Section 1 captioned “The Offeror and Vedanta”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold” and Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold” and in the Directors’ Circular in the Sections captioned “Ownership of Common Shares by Directors and Officers of Sterlite Gold”, “Principal Holders of Securities of Sterlite Gold”, “Intentions With Respect to the Offer”, “Trading in Securities of Sterlite Gold”, “Issuances of Securities of Sterlite Gold”, “Ownership of Securities of the Offeror and Vedanta”, “Relationship Between the Offeror or Vedanta and Directors and Senior Officers of Sterlite Gold”, “Agreements Between Sterlite Gold and its Directors and Senior Officers”, and “Interests of Directors and Senior Officers of Sterlite Gold in Material Contracts of the Offeror and Vedanta” is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material terms.

The information in the Notice to United States Shareholders in the section captioned “Summary Term Sheet” and “Special Factors” and in the Offer to Purchase in the following sections is incorporated herein by reference: Section 1 captioned “The Offer”, Section 2 captioned “Time for Acceptance”, Section 3 captioned “Manner of Acceptance”, Section 4 captioned “Conditions of the Offer”, Section 5 captioned “Extension, Variation or Change in the Offer”, Section 6 captioned “Take Up of and Payment for Deposited Common Shares”, Section 7 captioned, “Withdrawal of Deposited Common Shares”, Section 8 captioned “Return of Deposited Common Shares”, and Section 13 captioned “Other Terms of the Offer”.

The information in the Circular in the following sections is incorporated herein by reference: Section 9 captioned “Agreements Relating to the Offer” and Section 17 captioned “Acquisition of Common Shares Not Deposited”.

Not applicable.

(d) Appraisal rights.

The information in the Notice to United States Shareholders in the section captioned “Acquisition of Common Shares not Deposited”, in the Offer to Purchase in Section 7 captioned “Withdrawal of Deposited Common Shares” and in the Circular in Section 17 captioned “Acquisition of Common Shares Not Deposited” and Section 23 “Statutory Rights” is incorporated herein by reference.

(e) Provisions for unaffiliated security holders.

None.

(f) Eligibility for listing or trading.

Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions.

“Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold” and Section 14 captioned “Agreements, Arrangements or Understandings” is incorporated herein by reference.

(b) Significant corporate events.

The information in the Notice to United States Shareholders in the section captioned “Special Factors”, and in the Circular, Section 3 captioned “Background to and Reasons for the Offer”, Section 9 captioned “Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold” and Section 14 captioned “Agreements, Arrangements or Understandings” is incorporated herein by reference.

The information in the Notice to United Shareholders in the section captioned “Special Factors”, and in the Circular, Section 3 captioned “Background to and Reasons for the Offer”, Section 9 captioned “Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold” and Section 14 captioned “Agreements, Arrangements or Understandings” is incorporated herein by reference.

(e) Agreements involving the subject company’s securities.

The information in the Circular in Section 9 captioned “Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold” and Section 14 captioned “Agreements, Arrangements or Understandings” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired.

The information in the Circular in Section 5 captioned “Purpose of the Offer and Plans for Sterlite Gold” and in Section 17 captioned “Acquisition of Common Shares Not Deposited” is incorporated herein by reference.

The information in the Offer to Purchase in the following sections is incorporated herein by reference: Section 1 captioned “The Offer”, Section 4 captioned “Conditions of the Offer”, Section 5 captioned “Extension, Variation or Change in the Offer”, Section 6 captioned “Take Up of and Payment for Deposited Common Shares”, Section 7 captioned “Withdrawal of Deposited Common Shares”, Section 8 captioned “Return of Deposited Common Shares”, Section 9 captioned “Changes in Capitalization and Distributions; Liens”, Section 12 captioned “Market Purchases and Sales of Shares” and Section 13 captioned “Other Terms of the Offer”.

The information in the Notice to United States Shareholders in the sections captioned “Summary Term Sheet” and “Special Factors” and Appendix A to the Notice to United States Shareholders and in the Circular in the following sections is incorporated herein by reference: Section 1 captioned “The Offeror and Vedanta”, Section 2 captioned “Sterlite Gold”, Section 3 captioned “Background to and Reasons for the Offer”, Section 5 captioned “Purpose of the Offer and Plans for Sterlite Gold”, Section 9 captioned “Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold”, Section 14 captioned “Agreements, Arrangements or Understandings”, Section 15 captioned “Material Changes and Other Information”, Section 16 captioned “Information Concerning Securities of Sterlite Gold”, and Section 17 captioned “Acquisition of Common Shares Not Deposited”.

The information in the Directors’ Circular in the section captioned “Other Transactions” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes.

The information in the Notice to United States Shareholders in the section captioned “Special Factors” and in the Circular in Section 3 captioned “Background to and Reasons for the Offer”, Section 5 captioned “Purpose of the Offer and Plans for Sterlite Gold” and Section 17 captioned “Acquisition of Common Shares Not Deposited” is incorporated herein by reference.

(b) Alternatives.

The information in the Notice to United States Shareholders in the section captioned “Special Factors” and in the Circular in Section 3 captioned “Background to and Reasons for the Offer” and in the Directors’ Circular in the section captioned “Prior Valuations and Bona Fide Offers” is incorporated herein by reference.

(d) Effects.

The information in the Notice to United States Shareholders in the sections captioned “Summary Term Sheet” and “Special Factors” and in the Circular in Section 4 captioned “Reasons to Accept the Offer”, Section 5 captioned “Purpose of the Offer and Plans for Sterlite Gold”, Section 9 captioned “Agreements Relating to the Offer”, Section 16 captioned “Information Concerning Securities of Sterlite Gold”, Section 17 captioned “Acquisition of Common Shares Not Deposited”, and Section 21 captioned “Canadian Federal Income Tax Considerations” is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a) Fairness.

The information in the Notice to United States Shareholders in the sections captioned “Summary Term Sheet” and “Special Factors” and in the Circular in Section 4 captioned “Reasons to Accept the Offer”, Section 7 captioned “Independent Committee of the Board of Directors of Sterlite Gold”, Section 8 captioned “PwC Valuation”, Section 9 captioned “Agreements Relating to the Offer” and in the Directors’ Circular in the sections captioned “Recommendations of the Independent Committee and the Board of Directors”, “Formal Valuation”, “Prior Valuations and Bona Fide Offers” and “Agreements Relating to the Offer” is incorporated herein by reference.

(b) Factors considered in determining fairness.

The information in the Notice to United States Shareholders in the section captioned “Special Factors” and in the Circular in Section 3 captioned “Background to and Reasons for the Offer”, Section 4 captioned “Reasons to Accept the Offer”, Section 6 captioned “Requirements of an Insider Bid”, Section 7 captioned “Independent Committee of the Board of Directors of Sterlite Gold”, Section 8 captioned “PwC Valuation”, Section 9 captioned “Agreements Relating to the Offer”, Section 16 captioned “Information Concerning Securities of Sterlite Gold”, and in the Directors’ Circular in the sections captioned “Recommendations of the Independent Committee and the Board of Directors”, “Formal Valuation”, “Prior

Valuations and Bona Fide Offers”, and “Agreements Relating to the Offer” is incorporated herein by reference.

The information in the Notice to United States Shareholders in the section captioned “Acquisition of Common Shares Not Deposited” is incorporated herein by reference.

(d) Unaffiliated representative.

The information in the Notice to United States Shareholders in the sections captioned “Summary Term Sheet” and “Special Factors” and in the Circular in Section 4 captioned “Reasons to Accept the Offer”, Section 6 captioned “Requirements of an Insider Bid”, Section 7 captioned “Independent Committee of the Board of Directors of Sterlite Gold”, Section 8 captioned “PwC Valuation”, Section 9 captioned “Agreements Relating to the Offer” and in the Directors’ Circular in the sections captioned “Background to the Offer”, “Recommendations of the Independent Committee and the Board of Directors”, “Formal Valuation”, “Prior Valuations and Bona Fide Offers”, and “Agreements Relating to the Offer - Support Agreement” are incorporated herein by reference.

(e) Approval of directors.

The information in the Notice to United States Shareholders in the sections captioned “Summary Term Sheet” and “Special Factors” and in the Circular in Section 4 captioned “Reasons to Accept the Offer”, Section 6 captioned “Requirements of an Insider Bid”, Section 7 captioned “Independent Committee of the Board of Directors of Sterlite Gold” and Section 9 captioned “Agreements Relating to the Offer” and in the Directors’ Circular in the sections captioned “Recommendations of the Independent Committee and the Board of Directors”, “Agreements Relating to the Offer”, “Intentions with Respect to the Offer”, “Relationship Between the Offeror or Vedanta, and Directors and Senior Officers of Sterlite Gold”, “Agreements Between Sterlite Gold and its Directors and Senior Officers” and “Interests of Directors and Senior Officers of Sterlite Gold in Material Contracts of the Offeror and Vedanta”.

(f) Other offers.

The information in the Directors’ Circular in the section captioned “Prior Valuations and Bona Fide Offers” is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a) Report, opinion or appraisal.

(b) Preparer and summary of the report, opinion or appraisal.

The information in the Circular in Section 8 captioned “PwC Valuation” and in the Directors’ Circular in the section captioned “Formal Valuation” is incorporated herein by reference. The Formal Valuation is attached to the Circular as Exhibit A.

Item 10. Source and Amounts of Funds or Other Consideration.

(a) Source of funds.

The information in the Circular in Section 10 captioned “Source of Funds” is incorporated herein by reference.

(b) Conditions.

None.

The information in the Notice to United States Shareholders in the section captioned “Expenses of the Offer” and in the Circular in Section 9 captioned “Agreements Relating to the Offer - Support Agreement - Reimbursement for Fees, Costs and Expenses”, Section 10 captioned “Source of Funds” and Section 11 captioned “Expenses of the Offer” and in the Directors’ Circular in the section captioned “Agreements Relating to the Offer - Support Agreement - Reimbursement for Fees, Costs and Expenses” is incorporated herein by reference.

(d) Borrowed funds.

None.

Item 11. Interest in Securities of the Subject Company.

(a) Securities ownership.

The information in Appendix A to the Notice to United States Shareholders and in the Circular in Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold”, Section 14 captioned “Agreements, Arrangements or Understandings”, and Section 16 captioned “Information Concerning Securities of Sterlite Gold” and in the Directors’ Circular in the sections captioned “Ownership of Common Shares by Directors and Officers of Sterlite Gold”, “Principal Holders of Securities of Sterlite Gold”, “Intentions with Respect to the Offer”, “Trading in Securities of Sterlite Gold”, “Issuances of Securities of Sterlite Gold” and “Ownership of Securities of the Offeror and Vedanta” is incorporated herein by reference.

(b) Securities transactions.

The information in Appendix A to the Notice to United States Shareholders and in the Circular in Section 3 captioned “Background to and Reasons for the Offer”, Section 9 captioned “Agreements Relating to the Offer”, Section 12 captioned “Ownership of and Trading in Securities of Sterlite Gold”, Section 13 captioned “Commitments to Acquire Securities of Sterlite Gold”, Section 16 captioned “Information Concerning Securities of Sterlite Gold” and in the Directors’ Circular in the sections captioned “Background to the Offer”, “Agreements Relating to the Offer”, “Trading in Securities of Sterlite Gold” and “Issuances of Securities of Sterlite Gold” is incorporated herein by reference.

As of 5:00 pm September 30, 2006, Twin Star took up all of the 68,415,167 Common Shares that had been validly deposited and not validly withdrawn under the Tender Offer, representing approximately 25.8% of the outstanding Common Shares (on a fully-diluted basis). Subsequent to the Initial Take Up, 23,283 Common Shares were withdrawn, resulting in a total of 68,391,884 Common Shares being taken up and paid for by Twin Star. Payment for such Common Shares was made on October 4, 2006.

On October 12, 2006, Twin Star took up an additional 100,000 Common Shares and subsequently paid for such Common Shares. On October 24, 2006, Twin Star took up an additional 148,533 Common Shares, which were paid for by October 27, 2006. On October 31, 2006, Twin Star took up an additional 5,727,090 Common Shares, of which 884,396 Common Shares were subsequently determined to be deficient, resulting in a total of 4,842,694 being taken up and paid for by November 3, 2006. On November 15, 2006, Twin Star took up an additional 97,531 Common Shares, which were paid for by November 16, 2006. After giving effect to the take up of the Common Shares by Twin Star under the Tender Offer and together with the Common Shares already owned by Twin Star, Vedanta holds, through Twin Star, approximately 82.8% of the outstanding Common Shares (on a fully-diluted basis).

On September 30, 2006, by notice to the depositary for the Tender Offer, Twin Star extended the expiry time of the Tender Offer to 5:00 pm (Toronto time) on October 31, 2006. On October 31, 2006, Twin Star further extended the expiry time of the Tender Offer. Twin Star extended the expiry time of the Tender Offer in order to, among other things, allow time for the remaining Sterlite Gold shareholders to deposit their Common Shares to the Tender Offer and to allow time for the satisfaction of certain applicable United States regulatory requirements in order to permit the Tender Offer to be extended to Sterlite Gold shareholders in the United States. The Tender Offer is now open for acceptance until 5:00 p.m. (Toronto time) on November 30, 2006.

Item 12. The Solicitation or Recommendation.

(d) Intent to tender or vote in a going-private transaction.

The information in the Circular in Section 14 captioned “Agreements, Arrangements or Understandings” and in the Directors’ Circular in the section captioned “Intentions with Respect to the Offer” is incorporated herein by reference.

(e) Recommendations of others.

Item 13. Financial Information.

(a) Financial information.

The information in the Notice to United States Shareholders in the section captioned “Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or recommendations.

The information in the Notice to United States Shareholders in the section captioned “ Summary Term Sheet” and in Section 19 captioned “Depositary and Financial Advisor” is incorporated herein by reference.

(b) Employees and corporate assets.

The information in the Circular in Section 19 captioned “Depositary and Financial Advisor” is incorporated herein by reference.

Item 15. Additional Information.

(a) Other material information.

The information in the Offer to Purchase and Circular, the Notice to United States Shareholders and Directors’ Circular is incorporated herein by reference.

Item 16. Exhibits.

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase of Twin Star International Limited an indirect wholly-owned subsidiary of Vedanta Resources plc and accompanying Circular dated August 25, 2006, together with the Letter of Acceptance and Transmittal and Notice of Guaranteed Delivery sent therewith
(a)(1)(ii)	Notice to United States Shareholders dated November [•], 2006, together with the Letter of Transmittal and Notice of Guaranteed Delivery sent therewith
(a)(1)(iii)	Notice of Extension dated October 2, 2006
(a)(1)(iv)	Notice of Extension dated November 1, 2006
(a)(2)(i)	Directors’ Circular dated August 25, 2006
(c)(i)	PricewaterhouseCoopers LLP Valuation (incorporated by reference from Exhibit A from the Offer to Purchase of Twin Star International Limited filed as Exhibit (a)(1)(i) hereto)
(d)(i)	Share Purchase Agreement dated June 12, 2006 among Volcan Investments Limited, Vedanta Resources plc and Welter Trading Limited (incorporated by reference from the Schedule 13D filed on September 7, 2006, as amended)
(d)(ii)	Support Agreement dated June 12, 2006 between Vedanta Resources plc and Sterlite Gold Ltd. (incorporated by reference from the Schedule 13D filed on September 7, 2006, as amended)


	VEDANTA RESOURCES PLC

	By:	/s/ Kuldip Kaura
		Name: Kuldip Kaura
		Title: Chief Executive Officer


	WELTER TRADING LIMITED

	By:	/s/ Ajay Paliwal
		Name: Ajay Paliwal
		Title: Director


	VOLCAN INVESTMENTS LIMITED

	By:	/s/ Dwarka Prasad Agarwal
		Name: Dwarka Prasad Agarwal
		Title: Director


	TWIN STAR INTERNATIONAL LIMITED

	By:	/s/ H.N. Maskara
		Name: H.N. Maskara
		Title: Director