vedanta ltd share price Auditors report


To the Members of Vedanta Limited

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying standalone Ind AS financial statements of Vedanta Limited ("the Company"), which comprise the Balance sheet as at 31 March 2023, 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 Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 31 March 2023, 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 Ind AS 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 Standalone Ind AS 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 Ind AS 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 Ind AS financial statements for the financial year ended 31 March 2023. These matters were addressed in the context of our audit of the standalone Ind AS 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 standalone Ind AS 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 Ind AS 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 Ind AS financial statements.

key audit matters

how our audit addressed the key audit matter

Accounting and disclosure of related party transactions (as described in note 39 of the Standalone Ind AS financial statements)

Our procedures included the following:
The Company has undertaken transactions with related party, Vedanta Resources Limited (‘VRL), its intermediated holding company and its affiliates including among others payment of brand and strategic management fee, agency commission, obtaining guarantees and payment of consideration thereof. • Obtained and read the Companys 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.
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. • Tested such related party transactions and balances with the underlying contracts, confirmation letters and other supporting documents provided by the Company.
• Examined the approvals of the board and/or audit committee of these transactions.
• Obtained and assessed the legal and accounting opinion issued by experts engaged by the management for the accounting of agency commission with the parent company.
• Obtained and assessed the benchmarking report issued by the experts engaged by the management for the brand and strategic management fee.
• Assessed the competence and objectivity of the external experts
• Engaged transfer pricing experts to assist us in corroborating the arms-length assessment carried out by the management for brand and strategic fee.
• 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.

key audit matters

how our audit addressed the key audit matter

Recoverability of disputed trade receivables in Power segment

(as described in note 3(c)(B)(ii) and 7 of the Standalone Ind AS financial statements) As of 31 March 2023 the value of disputed receivables in the power segment aggregated toRs878 crore. Due to short supply or non-supply of power due to transmission line constraints, order received from Orissa State Electricity Regulatory Commission (OERC) and disagreements over the quantification relating to aforementioned disputes or timing of the recovery of receivables, the recovery of said receivables are subject to increased risk. Some of these balances are also subject to litigation. Our audit procedures included the following:
The risk is specifically related to receivables from GRIDCO. These receivables include long outstanding balances as well and are also subject to counter party credit risk and hence considered as a key audit matter. • Examined the underlying power purchase agreements.
• Examined 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.
• Engaged valuation experts to assist in performing above procedures.
• Tested arithmetical accuracy of the models prepared by the management. Obtained independent external lawyer confirmation 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 managements position through discussions with the managements in-house legal team to determine the basis of their conclusion.
• Assessed the competence and objectivity of the Companys experts.
• Assessed the disclosures made by the Company in this regard.

Claims and exposures relating to taxation and litigation

(as described in note 3(c)(B)(i), 38D and 44 of the Standalone Ind AS financial statements) Our audit procedures included the following:-
The Company is subject to a large number of tax and legal disputes, including objections raised by auditors appointed by the Director General Hydrocarbons in the oil and gas segment, 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. 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.
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 risk that such cases and thus a higher risk involved on adequacy of provision or disclosure of such cases. • Obtained the summary of Companys legal and tax cases and critically assessed managements 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 confirmation from Legal Counsel of the Company who is contesting the cases.
• Examined external legal opinions (where considered necessary) and other evidence to corroborate managements assessment of the risk profile in respect of legal claims.
• Assessed the competence and objectivity of the Companys experts.
• Engaged tax specialists to technically appraise the tax positions taken by management with respect to local tax issues.
• Assessed whether management assessment of similar cases is consistent across the divisions and subsidiaries or that differences in positions are adequately justified.
• Assessed whether management assessment of similar cases is consistent with the positions taken in earlier periods or that difference 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.

Recognition and measurement of Deferred Tax Assets including Minimum Alternate Tax (MAT)

(as described in note 3(c)(A)(ii) and 35 of the Our audit procedures included the following:-
Standalone Ind AS financial statements) • Obtained an understanding of the managements process for estimating the recoverability of the deferred tax assets and identified key controls in the process. For selected controls we have performed tests of controls. management, assessing the key assumptions used, including the analysis of the consistency of the actual results obtained by the various segments with those projected in the previous year. We further obtained evidence of the approval of the budgeted results included in the current years projections, and the reasonableness
Deferred tax assets as at 31 March 2023 includes MAT credits ofRs9,184 crore which is available for utilization against future tax liabilities. Of the aforesaid, we focused our effort on MAT assets ofRs2,689 Crore which is expected to be utilised in the fourteenth year and fifteenth year, fifteen years Obtained and analysed the future projections of taxable profits estimated by being the maximum permissible time period to utilize the same. • Assessed managements forecasting accuracy by comparing prior year forecasts to actual results and assessed the potential impact of any variances.
The analysis of the recoverability of such deferred tax assets has been identified as a key audit matter of the future cash flow projections. because the assessment process involves judgement regarding the future profitability, allowability of tax positions / deductions claimed by the management in the tax computations and likelihood of the realization of these assets, in particular whether there will be taxable profits in future periods that support the recognition of these assets. This requires assumptions regarding future profitability, which is inherently uncertain. Accordingly, the same is considered as a key audit matter. • Tested the accuracy of the deductions availed under the Income Tax Act included in the tax computation.
• Tested the computation of the amounts recognized as deferred tax assets.
• Engaged valuation experts to assist in performance of the above procedures.
• Assessed the competence and objectivity of the experts engaged by us.
• Assessed the disclosures made by the Company in this regard.

Information Other than the Financial Statements and Auditors Report Thereon

The 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 standalone Ind AS financial statements and our auditors report thereon.

Our opinion on the standalone Ind AS 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 Ind AS 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 Management for the Standalone Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS 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 Ind AS 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 Ind AS financial statements, management is responsible for assessing the Companys 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 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 Ind AS 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 Ind AS 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 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 Companys ability 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 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 Company to cease to continue as a going concern.

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• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone

Ind AS 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 Ind AS financial statements for the financial year ended 31 March 2023 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

We did not audit the financial statements and other financial information, in respect of an unincorporated joint venture, whose financial statements include total assets of 149 as at 31 March 2023, and total revenues ofRs100 Crore, total net profit after tax of 32 Crore, total comprehensive income ofRs32 Crore for the year ended 31 March 2023, and net cash inflows ofRs0 Crore for the year ended

31 March 2023. These financial statements and other financial information of the said unincorporated joint venture have not been audited by other auditors, whose unaudited financial statements and other unaudited financial information have been furnished to us by the management. Our opinion on the standalone Ind

AS financial statements, in so far as it relates to the amounts and disclosures included in respect of the said unincorporated joint venture 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 venture, 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 (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, 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 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;

(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 Ind AS 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 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 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 these standalone Ind AS 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 31 March 2023 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 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 Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements

Refer Note 38 and Note 44 to the standalone

Ind AS 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 39 (H) to the standalone Ind AS 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 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 39(H) to the standalone Ind AS 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 subclause (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. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable only w.e.f. 01 April 2023 for the company, hence the reporting under this clause is not applicable.

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: 12 May 2023 UDIN: 23093649BGXPKQ3436

referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date

Re: Vedanta Limited

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:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) Property, Plant and Equipment have been physically verified by the management in accordance with a planned programme of verifying them once in three years which is reasonable having regard to the size of the Company and the nature of its assets, except for Property, Plant and Equipment located at Tuticorin Plant amounting to

1,033 Crore due to suspension of operations since April 2018 (refer Note 3(c)(A)(iii)). No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company except for the title deeds of immovable properties as per table below:

Particulars

Gross carrying value

held in the name of Whether promoter, director or their relative or employee Period held since Reason for not being held in name of company

Land

53 Erstwhile Company Sterlite Industries (India) Limited that merged with the Company No 1965-2012 The title deeds are in the names of erstwhile Companies that merged with the Company under Section 391 to 394 of the Companies Act,

ROU Land

50 Erstwhile Company Sterlite Industries (India) Limited that merged with the Company No 1993-2009 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honourable High Courts.

Land

20 Erstwhile Company Vedanta Aluminium Limited that merged with the Company No 2008-2012

Land & Building

1,749 Oil and Natural Gas Corporation Limited & Cairn India Limited (now a division of the company) No 10 April 2009 The title deeds of Oil & Gas exploration blocks are jointly owned by the JV partners and are in the name of ONGC the licensee of these exploration blocks

The original title deeds amounting toRs68 Crore pertaining to immovable properties have been pledged with lenders, which have been confirmed by the lenders/trustees.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended 31 March 2023 (e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year except for inventories aggregating

269 Crore lying at Tuticorin plant which is under suspension (refer note 3(c)(A)(iii)) and inventories lying with third parties amounting toRs623 Crore. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Inventories lying with third parties have been confirmed by them as at 31 March 2023 and no discrepancies were noticed in respect of such confirmations. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed in respect of such verification.

(b) As disclosed in note 17B to the financial statements, the Company has been sanctioned working capital limits in excess ofRsfive Crores in aggregate from banks and financial institutions during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the financial statements, the quarterly returns/statements filed by the Company with such banks and financial institutions are in agreement with the audited books of accounts of the Company.

(iii) (a) During the year the Company has provided loans and stood guarantee to companies as follows:

Particulars ( In Crores)

Guarantees Loans

Aggregate amount granted/ provided during the year

- Subsidiaries 1,174 543

Balance outstanding as at balance sheet date (including opening balances)

- Subsidiaries 9,541 630
- Ultimate parent company 115 -
- Other Parties - 53

The Company has not provided any security and advances in the nature of loans during the year.

(b) During the year the investments made, guarantees provided, and the terms and conditions of the grant of all loans and guarantees provided to companies or any other party are not prejudicial to the Companys interest. The Company has not given any security and has not granted any advances in nature of loans during the year.

(c) The Company has granted loans during the year to its wholly owned subsidiaries where the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular. The Company has not granted any advances in nature of loans during the year.

(d) There are no amounts of loans and advances in the nature of loans granted to companies, firms, limited liability partnerships or any other parties which are overdue for more than ninety days.

(e) During the year, the Company had renewed loans to its wholly owned subsidiaries to settle the loans which had fallen due during the year.

The aggregate amount of such dues renewed by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year are as follows:

Name of the parties

Aggregate amount of loans or advances in the nature of loans granted during the year (in INR Crore)*

Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties (INR Crore)

Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year

Malco Energy Limited (MEL) 503 147 29%
Sesa Mining Corporation 4 4 100%
Limited (SMCL)
Vizag General Cargo Berth 19 19 100%
Private limited (VGCB)

* loan renewed/ extended is considered as new loan granted during the year for the purpose of reporting under this clause

(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans, investments, guarantees, and security in respect of which provisions of sections 185 of the Companies Act, 2013 are applicable. and hence not commented upon. Loans, investments, guarantees and security in respect of which provisions of Section 186 of the Companies Act, 2013 are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits during the year. However, in regard to the unclaimed deposits the Company has complied with the provisions of Sections 73 to 76 of the Act and the rules made thereunder, to the extent applicable. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard. (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of goods and generation of electricity, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed dues in respect of goods and services tax, provident fund, employees state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable.

(vii) (b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute as listed in Appendix-1 at the end of this report.

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

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(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained

(d) On an overall examination of the financial statements of the Company, the Company has used funds raised on short-term basis in the form of working capital and short term borrowings from banks aggregating toRs4,645 Crore for long-term purposes representing acquisition of property plant and equipment.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor and secretarial auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of audit procedures.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) & (c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a), (b), (c) & (d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company

(xix) On the basis of the financial ratios disclosed in note 42 to the financial statements, ageing and expected dates of realization of financial assets and payment financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 41

(a) to the financial statements.

(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note 41 (a) 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: 12 May 2023 UDIN: 23093649BGXPKQ3436

Dues not deposited on account of dispute (Amount in INR Crore)

Name of the statute

Nature of the dues

31 March 2023

Period to which the amount relates

Forum where the dispute is pending
Income Tax Act, 1961

Income tax

729.11

AY 2006-07 ; 2008-09

Commissioner of Income Tax (Appeals)

to 2013-14

Income Tax Act, 1961

Income tax

30.35

1999-00, 2008-09,

Not applicable as application filed for rectification

2009-10

Income Tax Act, 1961

Income tax

2,014.30

2002-03; 2004-05 to

Income Tax Appellate Tribunal

2009-10; 2014-15,

2015-16

Income Tax Act, 1961

Income tax

1,493.06

2007-08 to 2013-14;

High Court

2019-20

Income Tax Act, 1961

Income tax

205.82

2007-08

Supreme Court

Custom Act, 1962

Customs duty on exports

47.99

FY 2017-18: FY 2018; 2004-05 to 2009-10 and 2013-14 and 2019-20

Commissioner of Customs

Custom Act, 1962

Customs duty on exports

116.99

FY 2004-05 to 2013-14

CESTAT

Custom Act, 1962

Customs duty on exports

89.4

FY 2015-16 to FY 2019-20

Assistant Commissioner
Custom Act, 1962

Customs Duty

0.18

1996-97, 2005-10,

Supreme Court

2015

Custom Act, 1962

Customs Duty

47.34

2005-06 to 2006-07

High Court
Custom Act, 1962

Customs Duty

-

2012-13

Deputy Commissioner, Customs
Custom Act, 1962

Customs Duty

-

2012-13 to 2016-17;

CESTAT

2018-19; 2019-20

Custom Act, 1962

Customs Duty

7.67

2012-13

Commissioner, Appeals

Central Excise Act, 1944

Cess Demand - Excess quantity of Crude Oil

0.04

02 June to 03 August

CESTAT
Central Excise Act, 1944

Demand of Edu.Cess

49.5

December 2013 to

CESTAT

& Hr. Sec. Cess on Oil

February 2015

Cess

Central Excise Act, 1944

Excise duty

142

1997-98 to 2012-13;

CESTAT

FY 2014-15; 2017-18

and 2018-19

Central Excise Act, 1944

Excise Duty

21.73

2017-18

Assistant Commissioner

Central Excise Act, 1944

Penalty for Non payment of NCCD in time

0.4

November 2007 to July 2008

Additional Commissioner
Central Excise Act, 1944

Excise duty

8.34

FY 1997-2013

Commissioner of Central Excise /Jt.Commisioner
Central Excise Act, 1944

Excise duty

-

FY 2020-21

Commissioner Appeals
Central Excise Act, 1944

Excise duty

4.53

2000-2006

High Court
Central Sales Tax, 1956

Sales tax

13.56

FY 2004-17; 2019-20

Additional Commissioner
Central Sales Tax, 1956

Sales Tax

1.69

2012-2020

Assistant Commissioner
Central Sales Tax, 1956

Sales Tax

0.02

2019-20

Assistant CTO
Central Sales Tax Act /

Sales Tax

0.03

FY 14-15 & 15-16

Joint Commissioner of Commercial Tax
Gujarat VAT Act
Central Sales Tax Act /

Sales Tax

0.11

2012-2015

Dy. Commissioner Appeals/Tribunal
Andhra Pradesh VAT Act
Central Sales Tax, 1956

Sales tax

1.84

FY 2008-12

VAT Tribunal
Central Sales Tax, 1956

Sales tax

18.39

98-99(CST); FY 2009-

High Court

10; FY 2010-11

Central Sales Tax, 1956

Sales tax

16.15

2007-08 to 2014-15

Tamil Nadu Sales tax Tribunal

Name of the statute

Nature of the dues 31 March 2023 Period to which the amount relates

Forum where the dispute is pending

Central Sales Tax, 1956

Sales Tax 5.35 October 2015 to

Dy. Commissioner

June 2017

Central Sales Tax, 1956

Sales Tax - 2014-15

Commercial tax board, Rajasthan

Electricity Duty

Electricity Duty - 2017-18 to 2020-21

High Court

Entry Tax Act, 1976

Entry Tax 475.32 April 2007 to June

High Court

2017

Entry Tax Act, 1976

Entry Tax 0.93 18 August 2013-

Additional commissioner of commercial taxes

31 March 2015

Entry Tax Act, 1976

Entry Tax - October 2015 to

Dy. Commissioner

June 2017

Entry Tax Act, 1976

Entry Tax - FY 2008-12

Joint Commissioner of Commercial Tax

Energy Cess

Energy Cess 38.28 2014-19

High Court

Finance Act, 1994

Service tax 27.84 FY 2015-2016 to FY 2016-18

Assistant Commissioner (Central Tax) Audit

Finance Act, 1994

Service tax 209.22 2006-2017 and 2017- 18 (Till 30 June 2017)

CESTAT

Finance Act, 1994

Service tax 18.55 FY 2016-17

Directorate General of Goods & Service Tax Intelligance

Finance Act, 1994

Service Tax - 2007-13

Commissioner of Central Excise/Jt.Commissioner

Finance Act, 1994

Service Tax 23.51 FY 2006-07, 2007-08; FY 2016-17

High Court

Foreign Development Tax & Foreign Development Fund

Forest Development tax 394.75 FY 2008 to till date

Supreme Court

Goa Rural Improvement &

Cess 126.52 FY 2010 to till date

High court

Welfare Cess Act,2000 Goods and Service tax , 2017

GST 0.51 2018-19

Appellate authority

Goods and Service tax ,

GST - 2017-18

Additional Commissioner of Central Tax, GST & CX

2017

Commissionarate

MMRDA

Royalty 110.16 FY 2013-14

High Court

MMRDA

Forest lease rent - FY 2009

High Court

Railways Act 1971 and

Stacking and Warfare 4.09 FY 2010

High Court

wagon investment

charge

scheme

Value Added Tax Act,2006

Value Added Tax 52.87 2007-08 to 2014-15

Commissioner

Value Added Tax Act,2006

Value Added Tax 0.34 October 2015 to

Dy. Commissioner

June 2017

Value Added Tax Act,2006

Value Added Tax 321.92 1998-99 to 2014-15;

High Court

2015-16, 2016-17
Total 6,870.70

ANNEXURE Y

to the Independent Auditors Report of even date on the Ind As Standalone 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")

We have audited the internal financial controls over financial reporting of Vedanta Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Committee of Sponsoring Organisations of the Treadway Commission (2013 Framework) ("COSO 2013 Criteria"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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

Companys internal financial controls over financial reporting with reference to these standalone 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 as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. 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 over financial reporting with reference to these standalone 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 over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone 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 is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

A companys internal financial control over financial reporting with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting with reference to these standalone 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 Over Financial Reporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone 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 over financial reporting with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone 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 Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as at 31 March 2023 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in COSO 2013 criteria.

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: 12 May 2023 UDIN: 23093649BGXPKQ3436