To the Members of Vedanta Limited
Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the standalone financial statements of Vedanta Limited ("the Company”), which comprise the Balance sheet as at March 31,2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the Standalone financial statements, including a summary of material accounting policies and other explanatory information which includes 1 unincorporated Joint operations.
In our opinion and to the best of our information and according to the explanations given to us , the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act.
Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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(a) Accounting and disclosure of related party transactions (as described in note 39(M), 39(O) and 39(P) of the Standalone
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financial statements)
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The Company has undertaken transactions with related party, Vedanta Resources Limited ('VRL), its intermediate holding company, including payment of brand and strategic management fee, agency commission and guarantee commission. Accounting and disclosure of such related party transactions has been identified as a key audit matter due to a) Significance of such related party transactions; b) Risk of such transactions being executed without proper authorizations; and c) Risk of material information relating to aforesaid transactions not getting disclosed in the financial statements.
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Our procedures included the following:
• Obtained and read the Company's policies, processes and procedures in respect of identification of such related parties in accordance with relevant laws
and standards, obtaining approval, recording and disclosure of related party transactions and identified key controls. For selected controls we have performed tests of controls.
• Tested such related party transactions and balances with the underlying contracts, confirmation letters and other supporting documents provided by
the Company.
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• Examined the approvals of the audit committee and / or board of directors for these transactions.
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Key audit matters
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How our audit addressed the key audit matter
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• Obtained and assessed the benchmarking report issued by the experts engaged by the management.
• Assessed the competence and objectivity of the external experts.
• Held discussions and obtained representations from the management in relation to such transactions.
• Read the disclosures made in this regard in the financial statements and assessed whether relevant and material information have been disclosed.
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Recoverability of carrying value of property plant and equipment, capital work in progress, intangible assets and
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exploration intangible assets under development and Non-current Investments (as described in note 3(a)(E), 3(a)(F)( ii),
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3(c)(A)(i), 3(c)(A)(iii), 3(c)(A)(iv), 5, 6A, 34(a) and 43 of the Standalone financial statements)
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As at March 31,2025, the Company had significant
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Our audit procedures included the following:
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amounts of property, plant and equipment, capital work
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• Obtained and read the Company's policies, processes
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in progress, intangible assets and exploration intangible
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and procedures in respect of identification of
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assets under development which were carried at historical
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impairment indicators, extraction of carrying values
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cost less depreciation.
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of the respective CGU from underlying books and
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We focused our efforts on the Cash Generating Unit ("CGU”)
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records, recording and disclosure of impairment
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at (a) Rajasthan block within the oil & gas segment; (b)
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charge / (reversal) and identified key controls. For
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Investments made in Western Cluster Limited (WCL) in
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selected controls we have performed tests of controls.
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Liberia within the Iron Ore segment through the wholly
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• Assessed through an analysis of internal and external
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owned subsidiary Bloom Fountain Limited, (c) Investments
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factors impacting the Company, whether there were
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made and loan given through wholly owned subsidiary THL
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any indicators of impairment in line with Ind AS 36 and
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Zinc Ventures Limited (THLZVL) in Zinc International Mines
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Ind AS 109.
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of Gamsberg and Swartberg within the zinc international
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segment and liability w.r.t financial guarantee given by the
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• In relation to the CGU at (a) Rajasthan block within the
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Company against external borrowings taken by THLZVL on
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oil & gas segment; (b) Western Cluster Limited (WCL)
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basis of recoverable value of such mines.
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in Liberia within the Iron Ore segment for evaluating recoverability of the Investments made in WCL
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Recoverability of property plant and equipment, capital
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through the wholly owned subsidiary Bloom Fountain
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work in progress and exploration intangible assets under
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Limited; (c) Zinc International (ZI) Mines in Gamsberg
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development, non-current investment and recognition of
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and Swartberg within the zinc international segment
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liability from financial guarantee has been identified as a
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for evaluating recoverability of the investments made
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key audit matter due to:
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and loans given to such mines through the wholly
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• The significance of the carrying value of assets
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owned subsidiary THL Zinc Ventures Limited and
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being assessed.
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recognition of liability w.r.t financial guarantee given by
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• The fact that the assessment of the recoverable
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Company against external borrowings taken by THL
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amount of the Company's CGU involves significant
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Zinc Ventures Limited on basis of recoverable value
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judgements about the future cash flow forecasts,
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of such mines, where impairment charge / (reversal)
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price, production forecasts and the discount rate that
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indicators were identified, obtained and evaluated the
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is applied.
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valuation models used to determine the recoverable amount by assessing the key assumptions used by
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• Changes in production forecasts due to adjustments
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management, which included:
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in the future reserve and resource estimates.
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• License extension up to 2040, tax rate on foreign
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- Assessment of management's forecasting
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accuracy by comparing prior year forecasts to
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companies and discontinuance of SAED payable from
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actual results and assessment of the potential
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current year onwards in Rajasthan Block.
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impact of any variances.
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• Receipt of final partial arbitration award on Directorate
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- Corroboration of sales price assumptions
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General of Hydrocarbon demand (DGH demand), in
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used in the models against analyst consensus
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previous year due to allowance of exploration cost
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report / geography of sales and assessment of
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recovery and its impact on Investment Multiple (IM)
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reasonableness of costs.
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tranche. However, the government has filed an appeal
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with the High Court against the arbitration award.
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- Comparison of the production forecasts used in the impairment tests with management's approved reserves and resources estimates;
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Key audit matters
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How our audit addressed the key audit matter
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• Actual cashflows of WCL were lower than the
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- Assessment of reserves and resources
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projected performance.
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estimation methods and policies and read
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• The fact that recoverable value of the Zinc
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reports provided by management's external
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international Mines of Gamsberg and Swartberg
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reserves experts;
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includes significant estimate w.r.t valuation
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- Assessment of capex considered and likelihood
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of resources.
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of timely implementation of expansion projects.
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The key judgements and estimates are centred around
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- Evaluation of merits of the grounds of appeal
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the assessment of cash flow forecasts, impact of
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filed with High Court for partial arbitration award
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litigation w.r.t partial arbitration award, discount rate
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received by Company including examining of
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assumptions, price, production forecasts, geography of
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external legal opinions.
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sales and related disclosures as given in the accompanying
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- Assessment of the weighted average cost of
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financial statements.
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capital used to discount the impairment models.
- Test of the mathematical accuracy of the models.
- Assessment of the production and profitability trend in the Zinc International segment and compared the same with the projected cash flows for reasonableness.
- Assessment of the competence, capability and objectivity of experts/ lawyer engaged by management through understanding their relevant professional qualifications and experience.
- Engagement involvement of valuation experts to assist in performance of the above procedures.
• Assessed the disclosures made by the Company in this regard and evaluated the considerations leading to disclosure of impairment charge / (reversal) as exceptional items.
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Recoverability of disputed trade receivables in Power segment (as described in note 3(c)(B)(ii) and 7 of the Standalone
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financial statements)
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As of March 31, 2025 the value of disputed receivables in
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Our audit procedures included the following:
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the power segment aggregated to ' 634 crore.
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• Examined the underlying power purchase agreements.
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Due to short supply or non-supply of power due to
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• Examined the relevant state regulatory commission,
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transmission line constraints, order received from
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appellate tribunal and court rulings.
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Orissa State Electricity Regulatory Commission (OERC)
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and disagreements over the quantification relating to
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• Obtained and assessed the model prepared by the
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aforementioned disputes or timing of the recovery of
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management for computation of expected credit
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receivables, the recovery of said receivables are subject to
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loss on the disputed receivables, including testing of
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increased risk. Some of these balances are also subject
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key assumptions.
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to litigation. The risk is specifically related to receivables
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• Tested arithmetical accuracy of the models prepared
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from GRIDCO. These receivables include long outstanding
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by the management.
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balances as well and are also subject to counter party credit
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• Obtained independent external lawyer confirmation
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risk and hence considered as a key audit matter.
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from Legal Counsel of the Company who is contesting the cases.
• Examined external legal opinions in respect of the merits of the case and assessed management's position through discussions with the management's in-house legal team to determine the basis of
their conclusion.
• Assessed the competence and objectivity of the Company's experts.
• Assessed the disclosures made by the Company in this regard.
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Key audit matters
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How our audit addressed the key audit matter
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Claims and exposures relating to taxation and litigation (as described in note 3(a)(N), 3(c)(B)(i), 38D and 44 of the
Standalone financial statements)
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The Company is subject to a large number of tax and legal disputes, including developments in DGH Arbitration matter (also refer KAM on Recoverability of carrying value of property plant and equipment, capital work in progress and exploration intangible assets under development), vendor arbitrations, income tax disallowances and various indirect tax disputes which have been disclosed / provided for in the financial statements based on the facts and circumstances of each case.
Taxation and litigation exposures have been identified as a key audit matter due to the complexities involved in these matters, timescales involved for resolution and the potential financial impact of these on the financial statements. Further, significant management judgement is involved in assessing the exposure of each case and thus a higher risk involved on adequacy of provision or disclosure of such cases.
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Our audit procedures included the following:
• Obtained an understanding of the process of identification of claims, litigations and its classification as probable, possible or remote and identified key controls in the process. For selected controls we have performed tests of controls.
• Obtained the summary of Company's legal and tax cases and assessed management's position through discussions with the Legal Counsel, Head of Tax and operational management, on both the probability of success in significant cases and the magnitude of any potential loss.
• Obtained independent external lawyer confirmations from Legal Counsel of the Company who is contesting the cases.
• Examined external legal opinions (where considered necessary) and other evidence to corroborate management's assessment of the risk profile in respect of legal claims.
• Evaluated the merits of the grounds of DGH appeal to high court against Tribunal award including examining legal opinions on the aforesaid matters.
• Assessed the competence and objectivity of the Company's experts.
• Involved experts to technically appraise the tax positions taken by management with respect to income tax and indirect tax matters.
• Assessed whether management assessment of similar cases is consistent across the divisions and subsidiaries and with the positions taken in earlier periods or that differences in positions are adequately justified.
• Assessed the relevant disclosures made within the financial statements to address accuracy of the amounts and whether they reflect the facts and circumstances of the respective tax and legal exposures and the requirements of relevant accounting standards.
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We have determined that there are no other key audit matters to communicate in our report.
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Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management for the standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Charged with Governance are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2025 and are therefore the key audit matters. We describe these
any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 39H to the standalone financial statements, no funds have been received by
the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
We did not audit the financial statements and other financial information, in respect of an unincorporated joint operation, whose financial statements include total assets of ' 150 Crore as at 31 March 2025, total revenues of ' 152 Crore, net profit after tax of ' 27 Crore and total comprehensive income of ' 27 Crore for the year ended 31 March 2025, and net cash inflows of ' Nil for the year ended 31 March 2025. These financial statements and other financial information of the said unincorporated joint operations have not been audited by other auditors, whose unaudited financial statements, other unaudited financial information have been furnished to us by the management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these unincorporated joint operations and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid unincorporated joint operations, is based solely on the unaudited information furnished to us by the management. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph i(vi) below on reporting under Rule
11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account ;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31,2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph b above on reporting under Section 143(3)(b) and paragraph i(vi) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controlswith reference to standalone financial statementsandtheoperatingeffectivenessofsuchcontrols, referto our separate Report in "Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31,2025 has been paid
/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 3(a)(N), 3(c)(B)(i), 38D and 44 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
iv. a) The management has represented
that, to the best of its knowledge and belief, as disclosed in the Note 39H to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or
sub-clause (a) and (b) contain any material misstatement.
v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.
vi. Based on our examination which included test checks, the Company has used two accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated for all relevant transactions recorded in the software except that, in case of one accounting software, audit trail feature for direct changes to data in certain database tables was enabled
for part of the year from 03 March 2025, as described in Note 45 to the financial statement . Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail of relevant prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years, as stated in Note 45 to the financial statements.
For S.R. Batliboi & Co LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Vikas Pansari
Partner
Place of Signature: Mumbai Membership Number: 093649 Date: April 30, 2025 UDIN: 25093649BMOISS2481
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