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 31,2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement 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 Operation.
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 31,2026, its profit including other comprehensive loss, 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.
Emphasis of Matter
We draw attention to
a. Note 44 of the standalone financial statement regarding the approval of extension of Production Sharing Contract (PSC) for the Cambay Block (CB-OS/2) pending before Ministry of Petroleum & Natural Gas (MoPNG), and management's assessment thereof;
b. Note 46 of the standalone financial statement, regarding allegations made during the year by a short seller, and ongoing matters for which information has been sought by regulators/authorities, and Management's assessment thereof/ responses thereto.
Our opinion is not modified in respect of these matters.
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 31,2026. 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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Accounting and Disclosure for Scheme of Arrangement ("Scheme”) for Demerger (as described in Note 3(c)(A)(vi) and 45 of
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the Standalone financial statements)
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During the current year, the Hon'ble NCLT vide its order
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Our procedures included the following:
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dated 16 December 2025 has approved the Scheme
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Obtained and read the Scheme and orders passed by the
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for demerger of Aluminium undertaking (represented
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Hon'ble National Company Law Tribunal to understand its key
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by the Aluminium segment), Oil and Gas undertaking
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terms and conditions
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(represented by the Oil and Gas segment) and Iron Ore
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undertaking (represented by Iron Ore segment) and order
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Understood the change in structure of the company from
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dated 9 January 2026 for demerger of Merchant Power
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the management.
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Undertaking (represented by the Power segment) of
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Evaluated the design and tested the operating effectiveness
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the Company, both orders subjected to other requisite
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of select internal financial controls relevant for recording the
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regulatory and Board of Director approvals.
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impact of the Scheme and related disclosures.
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The aforesaid Scheme has been assessed as highly
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Evaluated the basis of the management's assessment of
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probable by the management in accordance with the
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treating the proposed demerger as Discontinued operations in
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criteria prescribed under Ind AS 105 Non-current
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accordance with the applicable accounting standards.
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Assets Held for Sale and Discontinued Operations
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and accordingly, the proposed demerger of Aluminium
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Obtained an update on the other regulatory communications
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undertaking, Oil and Gas undertaking, Iron Ore
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in this respect and current status of the approval from such
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undertaking and Merchant Power Undertaking pursuant
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regulatory authorities.
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to the scheme has been accounted and disclosed as
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Read the minutes of meeting of Board of Directors.
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Discontinued Operations.
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The above transaction is a significant non-routine
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Tested the identification of specific assets and liabilities being disclosed as held for distribution and assessed the key
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transaction and has been identified as a key audit matter
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estimates and judgement involved therein.
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due to:
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a) significant management judgment around
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Identified indicators of impairment for assets and liabilities classified as held for distribution and where identified, tested
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determination of the Scheme being assessed as highly
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the valuation by assessing the key assumptions used by
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probable by the management in accordance with the
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management, which included:
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criteria prescribed under Ind AS 105.
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b) significant management judgment around evaluation
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Assessment of management's forecasting accuracy of future cashflows by comparing prior year forecasts to actual results.
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of giving effect to the Scheme in accordance to Ind
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AS- 103 "Business Combination”, including:
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Assessed the reasonableness of allocation of borrowings to
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- satisfaction of substantive conditions post 31
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respective resulting companies upon expected effectiveness of the Scheme
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March 2026
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- waiver of any conditions by the Board of
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Assessment of capex considered and likelihood of timely implementation of expansion projects.
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Directors to the extent permitted under
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Applicable Law; and
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Assessment of the profitability of continuing operations and of
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c) significant management judgment and estimates
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discontinuing operations separately by sensitivity assessment of underlying assumptions related to forecast of future
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which are sensitive to underlying assumptions such
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cash flows.
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as forecast of future cash flows (including revised
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assessment of brand and strategic management
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Assessed the disclosures made in this regard in the standalone
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fees), allocation of borrowings, utilization of tax
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financial statements.
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assets, identification of all proceedings of any nature for each undertaking, etc. upon the scheme becoming effective.
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Key audit matters
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How our audit addressed the key audit matter
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Accounting and disclosure of related party transaction (as described in note 39(M) of the Standalone financial statements)
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The Company has undertaken transactions with
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Our procedures included the following:
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its intermediate holding company and its fellow subsidiaries, pertaining to payment of brand and strategic management fees.
Accounting and disclosure of such related party transaction has been identified as a key audit matter due to:
a) Significance of such related party transaction.
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• Obtained and read the Company's policies, processes, and procedures in respect of identification of related parties in accordance with relevant laws and standards, obtaining approval, recording and disclosure of related party transactions and identified the key controls. For selected controls we have performed tests of controls.
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• Tested such related party transaction and balance with
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b) Risk of such transaction being prejudicial to the
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the underlying contracts, confirmation letters and other
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interest of the company.
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supporting documents provided by the Company.
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c) Risk of material information relating to aforesaid
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• Held discussions with Those Charged With Governance and
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transaction not getting disclosed in the
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examined the approvals of the audit committee and board of
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financial statements.
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directors for the transaction.
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d) Increased industry focus of regulatory bodies
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• Obtained and assessed the benchmarking report issued by
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on accounting and disclosure of related party transactions to be in compliance with applicable laws
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the experts engaged by the management.
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and accounting standards.
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• Assessed the competence and objectivity of the external experts.
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• Involved internal transfer pricing experts to evaluate the arm's length pricing of the related party transaction.
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• Held discussions and obtained representations from the management in relation to such transaction.
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• 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 and exploration intangible assets under development, non-current investments, loans, and other assets presented as assets classified as held for distribution (as described in note 3(a)(E), 3(a)(F)( ii), 3(c)(A)(i), 3(c)(A)(iii), 3(c)(A)(iv), 34(b) and 42 of the Standalone
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financial statements)
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As at March 31,2026, 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 in progress and exploration intangible assets under development which were carried at historical cost
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• Obtained and read the Company's policies, processes, and procedures in respect of identification of impairment
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less depreciation.
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indicators, extraction of carrying values of the respective CGU from underlying books and records, recording and
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We focused our efforts on (a) Cash Generating Unit ("CGU”) at Rajasthan block within the oil & gas segment; (b) Investments made in Western Cluster Limited (WCL) in Liberia within the Iron Ore segment through the wholly owned subsidiary Bloom Fountain Limited, (c) Investment in and Loans and advances given to ESL Steel Limited and (d) Investment in and Loans given to Talwandi Sabo Power
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disclosure of impairment charge / (reversal) and identified key controls. For selected controls we have performed tests of controls.
• Assessed through an analysis of internal and external factors impacting the Company, whether there were any indicators of impairment in line with Ind AS 36 and Ind AS 109.
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Limited (TSPL).
Recoverability of property plant and equipment, capital work in progress and exploration intangible assets under development, non-current investments, loans and other financial assets has been identified as a key audit matter due to:
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• In relation to the (a) CGU at Rajasthan block within the oil & gas segment; (b) Western Cluster Limited (WCL) in Liberia within the Iron Ore segment for evaluating recoverability of the Investments made in WCL through the wholly owned subsidiary Bloom Fountain Limited (c) Investment in and Loans and advances given to ESL Steel Limited and (d) Investment in and Loans given to Talwandi Sabo Power
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• the significance of the carrying value of assets
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Limited (TSPL), where impairment charge indicators were
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being assessed.
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identified, obtained and evaluated the valuation methodology
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• significant estimates involved due to inherent
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used to determine the recoverable amount by assessing the
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uncertainty of future profitability, future cash flow forecasts, price, capex, production forecasts and the weighted average cost of capital.
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key assumptions used by management, which included:
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Key audit matters
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How our audit addressed the key audit matter
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• significant estimates from changes in production
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- Assessment of management's forecasting accuracy
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forecasts due to adjustments in the future reserve and
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by comparing prior year forecasts to actual results and
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resource estimates.
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assessment of the potential impact of any variances.
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• actual cashflows of ESL and WCL were lower than the
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- Corroboration of metal, power and brent price
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projected performance.
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assumptions used in the models against analyst
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• uncertainty around obtaining Forest clearance from Ministry of Environment, Forest and Climate Change
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consensus report and assessment of reasonableness of costs.
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(MoEFCC) and its impact on expansion plans of ESL
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- Assessment of impact from change in management plan
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Steel Limited.
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with respect to initiation of Magnetite plant at WCL.
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• significant judgement from uncertainty around initiation
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- Evaluated management's assessment on likelihood
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of Magnetite plant at WCL.
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of obtaining PSC License extension up to 2040 for
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• significant judgement of PSC License extension up to
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Rajasthan Block in Oil & Gas segment.
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2040 for Rajasthan Block
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- Comparison of the production forecasts used in the
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• receipt of Supreme Court Order on dispute with Punjab
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impairment tests with management's external expert's
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State Power Corporation Limited with respect to Mega
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report on reserves & resources.
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Power benefit matter and consequent notice for Late
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- Assessment of reserves and resources estimation
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Payment Surcharge in current year and its impact on
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methods and policies and read reports provided by
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future cashflow.
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management's external/ internal reserves experts.
- Obtained independent external lawyer confirmation for evaluation of the Environment impact assessment and developments in obtaining appropriate Forest Clearance from MoEFCC for ESL Steel Limited.
- Assessment of the competence, capability and objectivity of experts/ lawyer engaged by management through understanding their relevant professional qualifications and experience.
- Assessment of impact in forecasted cashflows on account of receipt of adverse Supreme Court Order on revenue and notice for Late Payment Surcharge.
- Assessment of the weighted average cost of capital used to discount the impairment models.
- Test of the mathematical accuracy of the models.
- Involvement of valuation experts to assist in performance of the above procedures and in assessment of fair valuation of underlying assets.
• Assessed the disclosures made by the Company in
this regard.
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Claims and exposures relating to taxation and litigation (as described in note 3(a)(F)(ii), 3(a)(N), 3(c)(B)(i), 8(c), 38D and 43 of the Standalone financial statements)
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The Company is subject to a large number of tax and
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Our audit procedures included the following:
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legal disputes, including DGH Arbitration matter (also refer
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• Obtained an understanding of the process of identification of
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KAM on Recoverability of carrying value of property plant
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claims, litigations, and its classification as probable, possible
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and equipment, capital work in progress and exploration
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or remote and identified key controls in the process. For
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intangible assets under development, non-current investments, loans and other financial assets), Disputed
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selected controls we have performed tests of controls.
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power receivables from GRIDCO, vendor arbitrations,
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• Obtained the summary of Company's legal and tax cases
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income tax disallowances and various indirect tax disputes
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and assessed management's position through discussions
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which have been disclosed / provided for in the financial
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with the Legal Counsel, Head of Tax and operational
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statements based on the facts and circumstances of
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management, on both the probability of success in
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each case.
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significant cases and the magnitude of any potential loss.
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Key audit matters
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How our audit addressed the key audit matter
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Taxation and litigation exposures have been identified as a key audit matter due to the complexities involved in these matters, time 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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• Examined the underlying power purchase agreements in respect of the disputed power receivables.
• Assessed the relevant state regulatory commission, appellate tribunal and court rulings.
• Obtained and assessed the model prepared by the management for computation of expected credit loss on the disputed receivables, including testing of key assumptions.
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• Tested arithmetical accuracy of the models prepared by the management.
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• Obtained independent external lawyer confirmations for select cases.
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• Examined external legal opinions (where considered
necessary) and other evidence to corroborate management's assessment of the risk profile in respect of legal claims and assessed management's position through discussions with the management's in-house legal team to determine the basis of their conclusion.
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• Evaluated the merits of the grounds of DGH appeal to high court against Tribunal award including examining legal opinions on the aforesaid matters.
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• Assessed the competence and objectivity of the Company's experts.
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• Involved experts to technically appraise the tax positions taken by management with respect to income tax and indirect tax matters.
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• 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.
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• Assessed the relevant disclosures made within the
financial statements 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.
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 and Those Charged with Governance 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
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, 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 sub-clause (a) and (b) contain any material misstatement.
most significance in the audit of the standalone financial statements for the financial year ended March 31,2026 and are therefore the key audit matters. We describe these 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 not operated by the Company, whose financial statements include total assets of ?110 Crore as at 31 March 2026, total revenues of ?125 Crore, net loss after tax of ? 2 Crore and total comprehensive loss of ? 2 Crore for the year ended 31 March 2026, and net cash inflows of Nil for the year ended 31 March 2026. 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 operation, 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, also refer note h(vi) below;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement 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 31,2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2026 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31,2026 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.
(h) 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), 8(c), 38D and 43 to the standalone financial statements;
ii. The Company did not have any material foreseeable losses, on long-term contracts including derivative contracts;
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, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or 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
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 has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software (refer Note 48 to the financial statements). Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of relevant prior years 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 48 to the financial statements.
For S.R. Batliboi & Co. LLP
Chartered Accountants ICAI Firm Registration Number: 301003E/E300005
per Vikas Pansari
Place of Signature: Partner
Mumbai, Maharashtra Membership Number: 093649
Date: April 29, 2026 UDIN: 26093649XPRMGO8598
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