<dhhead>INDEPENDENT AUDITORS REPORT</dhhead>
To the Members of Vedanta Limited
Report on the Audit of the Consolidated Financial Statements Opinion
We have audited the consolidated financial statements of
Vedanta Limited (hereinafter referred to as the Holding Company), its subsidiaries (the Holding Company and its subsidiaries together referred to as the Group) its associates and joint ventures and joint operations comprising of the consolidated Balance sheet as at March
31, 2025, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Statement of Cash Flows and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the consolidated financial statements).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, associates and joint ventures or joint operations, the aforesaid consolidated 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 consolidated state of affairs of the Group, its associates and joint ventures and joint operations as at March 31, 2025, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated 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 Auditors Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, associates, joint ventures and joint operations 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 consolidated 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 consolidated financial statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the consolidated 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
Auditors responsibilities for the audit of the consolidated 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 consolidated financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.
How our audit addressed the key audit matter |
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Accounting and disclosure
of related party transactions (as described in note 42(J), 42(L), 42(M) and 42(N) of
the |
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The Group has
undertaken transactions with related party, |
Our procedures included the following: |
Obtained
and read the Groups policies, processes and |
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Accounting and
disclosure of such related party |
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Tested such related
party transactions and balances |
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Examined the approvals /
modification of the |
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Obtained and assessed
management evaluation of the |
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Obtained and assessed
the benchmarking report and |
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Assessed the
competence and objectivity of the |
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Tested the methodology
adopted by the Group for |
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involved specialists
who assist us in performing the |
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Held discussions and
obtained representations from |
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Read the disclosures made in
this regard in the financial |
Recoverability of carrying
value of property plant and equipment, capital work in progress, intangible assets, and |
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As at
March 31,2025, the Group had significant amounts |
Our audit procedures included the following: |
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Obtained
and read the Groups policies, processes and |
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We
focused our efforts on the Cash Generating Unit ("CGU") |
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Assessed through an
analysis of internal and external |
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Key audit matters |
How our audit addressed the key audit matter |
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Recoverability of property
plant and equipment, capital |
In relation to the CGU at the Rajasthan block within the |
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The significance of the
carrying value of assets being |
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The fact
that the assessment of the recoverable amount |
- Assessment of
managements forecasting accuracy |
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-
Corroboration of sales price assumptions used in |
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Changes in production
forecasts due to adjustments in |
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License extension up to
2040, tax rate on foreign |
- Comparison of
production forecasts to ensure that |
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Receipt of
final partial arbitration award on Directorate |
- Assessment of
capex considered and likelihood of |
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-
Assessment of Groups reserves and resources |
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Actual
cashflow of ESL and WCL were lower than the |
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-
Evaluation of the merits on grounds of appeal filed |
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Uncertainty
around obtaining Forest clearance from |
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-
Assessment of the weighted average cost of capital |
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The key judgements
and estimates are centered around the |
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- Assessment of
the competence, capability and |
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- Test of the mathematical accuracy of the models |
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- Involvement of
experts who assist us to perform the |
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Performed
procedures as per SA 600 - Using the |
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As reported to us by the subsidiary auditor, the following procedure have been performed by them for |
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- Assessment of
managements forecasting accuracy |
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- Corroboration
of sales price assumptions used in |
Key audit matters |
How our audit addressed the key audit matter |
- Comparison of production
forecasts to ensure it |
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- Assessment of capex
considered and likelihood of |
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- Evaluation of the Environment
impact assessment |
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- Assessment of the weighted
average cost of capital |
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- Test of the mathematical accuracy of the models. |
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- Assessment of the
competence, capability |
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We have also involved
experts, as principal auditor, to |
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Assessed the
disclosures made by the Group in this |
Recoverability of disputed
trade receivables in Power segment (as described in note 3(c)(B)(iii), Note 8(c) and
8(d) of the |
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As of March 31,2025
the value of disputed receivables in |
Our audit procedures included the following: |
Examined the underlying power purchase agreements. |
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Due to short supply
or non-supply of power due to |
Examined the relevant
state regulatory commission, |
Obtained and assessed the
model prepared by the |
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Tested arithmetical
accuracy of the models prepared by |
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Obtained independent
external lawyer confirmation |
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Examined external
legal opinions in respect of the |
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Assessed the
competence and objectivity of the |
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Assessed the
disclosures made by the Group in this |
Key audit matters |
How our audit addressed the key audit matter |
Claims and exposures
relating to taxation and litigation (as described in note 3(a)(P), 3(c)(B)(ii),
36(a)(ii), 36(g), 37(e), 40D |
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The Group is
subject to a large number of tax and legal |
Our audit procedures included the following: |
Obtained an understanding of the process of identification of claims, litigations and its classification |
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Obtained the summary
of Groups legal and tax cases |
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Taxation and
litigation exposures (including termination of |
operational management, on both
the probability of |
For select litigations,
obtained independent external |
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Assessed the competence
and objectivity of the |
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Involved experts to
technically appraise the tax |
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Assessed whether
management assessment of |
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Evaluated the merits of
the grounds of DGH appeal |
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Assessed the relevant
disclosures made within |
Recoverability of Deferred Tax Assets (as described in note 3(c)(A)(ii) of the consolidated financial statements) |
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Deferred tax assets ("DTA") as at March 31,2025 includes |
Our audit procedures included the following: |
an amount of 2,787 crore
pertaining to ESL Steels Limited |
Obtained an
understanding of the groups process for |
The analysis of the
recoverability of such deferred tax |
Performed
procedures as per SA 600 - Using the |
- inherent uncertainty of the future profitability. |
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- actual cashflow of current
year being lower than the |
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- uncertainty around obtaining
Forest clearance from |
Key audit matters |
How our audit addressed the key audit matter |
- Analysis of the key
assumptions used in future |
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- Evaluation of the
Environment impact assessment |
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- Test of accuracy of the
deductions availed under the |
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- Test of the computation of the
amounts recognized |
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- Test of the mathematical accuracy of the model. |
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- Assessment of the
competence, capability and |
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We have also involved
experts, as principal auditor, to |
|
Assessed the
disclosures made by the Group in this |
Information Other than the Financial Statements and Auditors Report Thereon
The Holding Companys 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 consolidated financial statements and our auditors report thereon.
Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated 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 Management for the Consolidated Financial Statements
The Holding Companys Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its associates and joint ventures and joint operations 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. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures and joint operations are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective companies 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Board of Directors of the Holding
Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates and joint ventures and joint operations are responsible for assessing the ability of their respective companies 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 Group or to cease operations, or has no realistic alternative but to do so.
Those respective Board of Directors of the companies included in the Group and of its associates and joint ventures and joint operations are also responsible for overseeing the financial reporting process of their respective companies.
Auditors Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 fromsufficient appropriate audit evidence regarding 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 consolidated 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 consolidated 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 Holding 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 managements 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 ability of the
Group and its associates and joint ventures and joint operations to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the consolidated 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 auditors report. However, future events or conditions may cause the Group and its associates and joint ventures and joint operations to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain the financial information of the entities or business activities within the Group and its associates and joint ventures and joint operations of which we are the independent auditors and whose financial information we have audited, to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors 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 consolidated financial statements for the financial year ended March 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors 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
(a) We did not audit the financial statements and other financial information, in respect of 32 subsidiaries, whose financial statements include total assets of
50,069 Crore as at 31 March 2025, and total revenues of 19,845 Crore, total net loss after tax of 2,457 Crore, total comprehensive loss of 2,484 Crore, and net cash inflows of 149 Crore for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditors reports have been furnished to us by the ve not been management. The consolidated financial statements also include the Groups share of total assets of Nil, total revenues of Nil, total net profit of 1 crore, total comprehensive income of 1 crore, and net cash inflows of Nil for the year ended 31 March 2025, as considered in the consolidated financial statements, in respect of 1 associate and 2 joint ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associate and joint ventures , and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, associate and joint ventures , is based solely on the report(s) of such other auditors. Certain of these subsidiaries, associate and joint ventures are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Companys management has converted the financial statements of such subsidiaries, associate and joint ventures located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Companys management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries, joint ventures and associate located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.
(b) The accompanying consolidated financial statements include unaudited financial statements and other unaudited financial information in respect of 7 subsidiaries, whose financial statements and other financial information reflect total assets of 324 Crore as at 31 March 2025, total revenues of Nil, total net profit after tax of 5 Crore, total comprehensive income of 5 Crore and net cash outflows of
21 Crore for the year ended on that date. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. The consolidated financial statements also include the Groups share of total assets of Nil, total revenues of Nil, total net profit of Nil, total comprehensive income of Nil and net cash inflows of
Nil for the year ended 31 March 2025, as considered in the consolidated financial statements, in respect of 1 associate and 2 joint ventures, whose financial ha statements,otherfinancialinformation audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. The consolidated financial statements also includes groups share of total assets of 150 crore as at 31 March 2025, total revenues of 152 Crore, total net profit after tax of 27 Crore, 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 in respect of an unincorporated joint operation not operated by the Group. Our opinion, in so far as it relates amounts and disclosures included in respect of these subsidiaries, associate, joint ventures and 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 subsidiaries, associate and joint ventures, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the
Management, these financial statements and other financial information are not material to the Group.
Our opinion above on the consolidated financial statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the subsidiary companies, associate companies and joint ventures and joint operations companies, incorporated in India, as noted in the Other Matter paragraph we give in Annexure 1 a statement on matters specified in clause 3(xxi) of the Order.
2. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries, associates and joint ventures / joint operations, as noted in the other matter paragraph we report, to the extent applicable, that:
(a) We/the other auditors whose report we have relied upon 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 of the aforesaid consolidated financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors except for the matters stated in the paragraph i(vi) below on reporting under Rule 11(g);
(c) The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss including the
Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;
(d) In our opinion, the aforesaid consolidated 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 of the Holding Company as on March 31, 2025 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies, associate companies and joint ventures and joint operations, none of the directors of the Groups companies, its associates and joint ventures and joint operations, incorporated in India, 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 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 controls with reference to consolidated financial statements of the Holding Company and its subsidiary companies, associate companies, joint ventures and joint operations, incorporated in India, and the operating effectiveness of such controls, refer to our separate Report in Annexure 2 to this report;
(h) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries, associates, joint ventures and joint operations incorporated in India, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Holding Company, its subsidiaries, associates, joint ventures and joint operations, incorporated in India to their 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 Auditors 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 consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the
Group, its associates, joint ventures and joint operations in its consolidated financial statements Refer Note 3(a)(P), 3(c)(B) (ii), 36(a)(ii), 36(g), 37(e), 40D and 41 to the consolidated financial statements;
ii. The Group, its associates, joint ventures and joint operations did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2025; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, associates and, joint ventures and joint operations, incorporated in India during the year ended March 31, 2025.
iv. a) The respective managements of the Holding Company and its subsidiaries, associate, joint ventures and joint operations which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries, associate, joint ventures and joint operations respectively that, to the best of its knowledge and belief, other than as disclosed in the note 42O to the consolidated financial statements, 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 Holding Company or any of such subsidiaries, associate, joint ventures and joint operations 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 respective Holding Company or any of such subsidiaries, associate, joint ventures and joint operations (Ultimate
Beneficiaries) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
b) The respective managements of the Holding Company and its subsidiaries, associate, joint ventures and joint operations which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries, associate, joint ventures and joint operations respectively that, to the best of its knowledge and belief, as disclosed in the Note 42O to the consolidated financial statements, no funds have been received by the respective Holding Company or any of such subsidiaries, associate, joint ventures and joint operations from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries, associate, joint ventures and joint operations 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 the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us and that performed by the auditors of the subsidiaries, associate, joint ventures and joint operations which are companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our or other auditors notice that has caused us or the other auditors to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The interim dividend declared and paid during the year by the Holding Company, its subsidiaries, associate, joint venture and joint operations companies incorporated in India and until the date of the respective audit reports of such Holding Company, subsidiaries, associate, joint ventures and joint operations is in accordance with section 123 of the Act
vi. Based on our examination which included test checks and that performed by the respective auditors of the subsidiaries, associates, joint ventures and joint operations which are companies incorporated in India whose financial statements have been audited under the Act, except for the instances discussed in Note
46 to the financial statements, the Holding
Company, subsidiaries, associates, joint ventures and joint operations have used two accounting software 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. Further, during the course of our audit, we and respective auditors of the above referred subsidiaries, associates, joint ventures and joint operations did not come across any instance of audit trail feature being tampered in respect of other accounting software where audit trail has been enabled. Additionally, the audit trail of relevant prior year has been preserved by the Holding Company and the above referred subsidiaries, associates, joint ventures and joint operations as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years as stated in Note 46 to the financial statements.
ANNEXURE-1
referred to paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of our report of even date Re: Vedanta Limited (the Company) In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements are:
Name |
CIN |
Holding company/ subsidiary/ associate/ joint venture |
Clause number of the CARO report which is qualified or is adverse |
Vedanta Limited |
L13209MH1965PLC291394 |
Holding Company |
(i)(b), (ii)(a), (iii)(e), (ix)(d) |
Bharat Aluminium Company Limited |
U74899DL1965PLC004518 |
Subsidiary |
(i)(c) |
Sesa Resources Limited |
U13209GA1965PLC000030 |
Subsidiary |
(i)(c), (iii)(e) and (ix)(d) |
Sesa Mining Corporation Limited |
U13209GA1969PLC000091 |
Subsidiary |
(iii)(e) |
Malco Energy Limited |
U31300TN2001PLC069645 |
Subsidiary |
(ix)(d) |
ESL Steel Limited |
U27310JH2006PLC012663 |
Subsidiary |
(i)(c), ii(b), vii(a) and (ix)(d) |
Ferro Alloys Corporation Limited |
U452010R1955PLC008400 |
Subsidiary |
(i)(c), vii(a) and (ix)(d) |
Meenakshi Energy Limited |
U40101TG1996PLC054239 |
Subsidiary |
(i)(c) |
ANNEXURE-2
to the Independent Auditors Report of even date on the Consolidated Ind AS Financial Statements of Vedanta Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (the Act)
In conjunction with our audit of the consolidated financial statements of Vedanta Limited (hereinafter referred to as the Holding Company) as of and for the year ended March
31, 2025, we have audited the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiaries (the Holding Company and its subsidiaries together referred to as the Group) , its associates, joint operations and joint ventures, which are companies incorporated in India, as of that date.
Managements Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its 24 subsidiary companies, its 1 associate company, 2 joint ventures and 1 unincorporated joint operations, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were ensuring the orderly and efficient conduct of its business, including adherence to the respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies
Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Holding
Companys internal financial controls with reference to consolidated financial statements based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on
Auditing, specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both, issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements.
Meaning of Internal Financial Controls With Reference to Consolidated Financial Statements
A companys internal financial control with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability effectively for of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Group , its associates, joint operations and joint ventures, which are companies incorporated in India, have, maintained in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2025, based on {the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
Other Matters
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements of the Holding Company, in so far as it relates to 16 subsidiaries, which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiaries, associates, joint operations and joint ventures incorporated in India.
For S.R. Batliboi & Co LLP |
Chartered Accountants |
ICAI Firm Registration Number: 301003E/E300005 |
per Vikas Pansari |
Partner |
Membership Number: 093649 |
UDIN: 25093649BMOIST4046 |
Place of Signature: Mumbai |
Date: April 30, 2025 |
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