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Vedanta Ltd Auditor Reports

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Vedanta Ltd Share Price Auditors Report

<dhhead>INDEPENDENT AUDITOR’S 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 ‘Auditor’s 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

Auditor’s 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.

Key audit matters

How our audit addressed the key audit matter

Accounting and disclosure of related party transactions (as described in note 42(J), 42(L), 42(M) and 42(N) of the
consolidated financial statements)

The Group has undertaken transactions with related party,
Vedanta Resources Limited (VRL), its intermediate holding
company including loan, payment of brand and strategic
management fee, agency commission and guarantees
commission.

Our procedures included the following:

• Obtained and read the Groups 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; c) Judgments and estimation
involved in determination of fair value of loans including
modification of loan to intermediate holding company and
guarantees given and expected credit losses on subsequent
measurement; and d) 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 Group.

• Examined the approvals / modification of the
transactions by the audit committee / board of
directors.

• Obtained and assessed management evaluation of the
modification of the terms of the loan to intermediate
holding company and evaluation of the fair value of
guarantee given to the intermediate holding company
and its implications with regards to the regulatory
requirements and Ind AS 109.

• Obtained and assessed the benchmarking report and
legal opinion issued by the experts/ lawyer engaged
by the management for loan to intermediate holding
company.

• Assessed the competence and objectivity of the
external experts/ lawyer.

• Tested the methodology adopted by the Group for
determination of subsequent credit losses/(reversals)
on loans to intermediate holding company.

• involved specialists who assist us in performing the
said procedures.

• 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.

Recoverability of carrying value of property plant and equipment, capital work in progress, intangible assets, and
exploration intangible assets under development
(as described in note 3(a)(G), 3(c)(A)(i), 3(c)(A)(v), 3(c)(A)(vi), 6, 36(a) and
44 of the consolidated financial statements)

As at March 31,2025, the Group had significant amounts
of property, plant and equipment, capital work in progress,
intangible assets and exploration intangible assets under
development which were carried at historical cost less
depreciation.

Our audit procedures included the following:

• Obtained and read the Groups policies, processes and
procedures in respect of identification of impairment
indicators, extraction of carrying values of the
respective CGU from underlying books and records,
recording and disclosure of impairment charge /
(reversal) and identified key controls. For selected
controls we have performed tests of controls.

We focused our efforts on the Cash Generating Unit ("CGU")
at (a) Rajasthan block within the oil & gas segment; (b)
Western Cluster Limited in Liberia within the Iron Ore
segment and (c) ESL Steel Limited within the other segment

• Assessed through an analysis of internal and external
factors impacting the Group, whether there were any
indicators of impairment in line with Ind AS 36.

Key audit matters

How our audit addressed the key audit matter

Recoverability of property plant and equipment, capital
work in progress and exploration intangible assets under
development being carried at cost has been identified as a
key audit matter due to:

• In relation to the CGU at the Rajasthan block within the
oil & gas segment where impairment (charge) / reversal
indicators were identified, obtained and evaluated the
valuation model used to determine the recoverable
amount by assessing the key assumptions used by
management, which included:

• The significance of the carrying value of assets being
assessed.

• The fact that the assessment of the recoverable amount
of the Groups CGU involves significant judgements
about the future cash flow forecasts, price, capex,
production forecasts and the discount rate that is
applied.

- Assessment of managements forecasting accuracy
by comparing prior year forecasts to actual
results and assessment of potential impact of any
variances.

- Corroboration of sales price assumptions used in
the models against analyst consensus report and
assessment of reasonableness of costs.

• Changes in production forecasts due to adjustments in
the future reserve and resource estimates.

• License extension up to 2040, tax rate on foreign
companies and discontinuance of SAED payable from
current year onwards in Rajasthan Block.

- Comparison of production forecasts to ensure that
it is within the managements approved reserves
and resources estimates.

• Receipt of final partial arbitration award on Directorate
General of Hydrocarbon demand (DGH demand), in
previous year due to allowance of exploration cost
recovery and its impact on Investment Multiple (IM)
tranche. However, the government has filed an appeal
with the High Court against the arbitration award.

- Assessment of capex considered and likelihood of
timely implementation of expansion projects.

- Assessment of Groups reserves and resources
estimation methods and policies and reading
reports provided by managements external
reserves experts and assessed the scope of work
and findings of these third parties.

• Actual cashflow of ESL and WCL were lower than the
projected performance.

- Evaluation of the merits on grounds of appeal filed
with High Court for partial arbitration award received
by Company including examining of external legal
opinions.

• Uncertainty around obtaining Forest clearance from
Ministry of Environment, Forest and Climate Change
(MoEFCC) and its impact on expansion plans of ESL
Steel Limited.

- Assessment of the weighted average cost of capital
used to discount the impairment models.

The key judgements and estimates are centered around the
assessment of cash flow forecasts, impact of litigation w.r.t
partial arbitration award and forest clearance, discount rate
assumptions, price and production forecasts, geography of
sales and related disclosures as given in the accompanying
financial statements.

- Assessment of the competence, capability and
objectivity of experts engaged by management;
through understanding their relevant professional
qualifications and experience.

- Test of the mathematical accuracy of the models

- Involvement of experts who assist us to perform the
above procedures.

• Performed procedures as per SA 600 - Using the
Work of Another Auditor. Engaged with the component
auditor to evaluate the procedures performed by them
with respect to the impairment assessment of CGU
at ESL Steel Limited and Western Cluster Limited. We
performed inquiry in respect of the audit procedures
performed by them to address the key audit matter

• As reported to us by the subsidiary auditor, the

following procedure have been performed by them for
impairment assessment:

- Assessment of managements forecasting accuracy
by comparing prior year forecasts to actual
results and assessment of potential impact of any
variances.

- Corroboration of sales price assumptions used in
the models against analyst consensus / geography
of sales and assessed the reasonableness of costs.

Key audit matters

How our audit addressed the key audit matter

- Comparison of production forecasts to ensure it
is within the management approved reserves and
resources estimate.

- Assessment of capex considered and likelihood of
timely implementation of expansion projects.

- Evaluation of the Environment impact assessment
and developments in obtaining appropriate Forest
Clearance from MoEFCC by ESL Steel Limited,
including examining of external legal opinions.

- Assessment of the weighted average cost of capital
used to discount the impairment models.

- Test of the mathematical accuracy of the models.

- Assessment of the competence, capability
and objectivity of experts/ lawyer engaged by
management; through understanding their relevant
professional qualifications and experience.

• We have also involved experts, as principal auditor, to
evaluate the key assumptions evaluated by component
auditors, in accordance with SA 600.

• Assessed the disclosures made by the Group in this
regard and evaluated the considerations leading to
disclosure of impairment reversal as exceptional items.

Recoverability of disputed trade receivables in Power segment (as described in note 3(c)(B)(iii), Note 8(c) and 8(d) of the
consolidated financial statements)

As of March 31,2025 the value of disputed receivables in
the power segment aggregated to 2,325 crore.

Our audit procedures included the following:

• Examined the underlying power purchase agreements.

Due to short supply or non-supply of power due to
transmission line constraints, order received from
Orissa State Electricity Regulatory Commission (OERC),
matters related to change of law following execution of
power purchase agreement (having implication on the
recoverability of Property, Plant and Equipment in the
event of an unfavourable order of the Honble Supreme
Court) 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. The risk is specifically related to receivables
from Punjab State Power Corporation Limited (PSPCL)
and 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 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.

• Tested arithmetical accuracy of the models prepared by
the management.

• Obtained independent external lawyer confirmation
from Legal Counsel of the Group 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
Groups experts.

• Assessed the disclosures made by the Group in this
regard.

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
and 41 of the consolidated financial statements)

The Group is subject to a large number of tax and legal
disputes, including developments in the DGH arbitration
matter in the oil and gas segment (also refer KAM on
Recoverability of carrying value of property plant and
equipment capital work in progress and exploration
intangible assets under development), vendor arbitrations /
termination of contract, mining royalty demand, 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.

Our audit procedures included the following:

• Obtained an understanding of the process of

identification of claims, litigations and its classification
as probable, possible or remote and identified key
controls in the process. For selected controls we have
performed test of controls.

• Obtained the summary of Groups legal and tax cases
and critically assessed managements position through
discussions with the Legal Counsel, Head of Tax and

Taxation and litigation exposures (including termination of
contract) have been identified as a key audit matter due to
the complexities involved in these matters, timeline involved
for resolution and the potential financial impact of these on
the financial statements. Further, significant management
judgement is involved in assessing the adequacy of
provision or disclosure of each case.

operational management, on both the probability of
success in significant cases, and the magnitude of any
potential loss.

• For select litigations, obtained independent external
lawyer confirmation from Legal Counsel of the Group
who is contesting the cases and other evidence to
corroborate managements assessment of the risk
profile in respect of legal claims.

• Assessed the competence and objectivity of the
Groups experts.

• Involved experts 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 and with positions taken in earlier periods
or that differences in positions are adequately justified..

• Evaluated the merits of the grounds of DGH appeal
to high court against Tribunal award and against
the disputed amount payable to capital contractors
including examining legal opinions on the aforesaid
matters.

• 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.

Recoverability of Deferred Tax Assets (as described in note 3(c)(A)(ii) of the consolidated financial statements)

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
(ESL), one of the subsidiaries of the Group.

• Obtained an understanding of the groups process for
estimating the recoverability of the deferred tax assets.

The analysis of the recoverability of such deferred tax
assets has been identified as a key audit matter by
the component auditor because it involves significant
judgement due to:

• Performed procedures as per SA 600 - Using the
Work of Another Auditor. Engaged with the component
auditor to evaluate the procedures performed by them
with respect to the recoverability assessment of the
DTA. We performed inquiry in respect of the audit
procedures performed by them to address the key audit
matter. As reported to us by the subsidiary auditor, the
following procedure have been performed by them:

- inherent uncertainty of the future profitability.

- actual cashflow of current year being lower than the
projected performance.

- uncertainty around obtaining Forest clearance from
Ministry of Environment, Forest and Climate Change
(MoEFCC) and its impact on expansion plans.

Key audit matters

How our audit addressed the key audit matter

- Analysis of the key assumptions used in future
projections of taxable profits by assessment of the
consistency of the forecast by comparing prior year
forecasts to actual results and analysis of potential
impact of any variances. We further obtained
evidence of the approval of the budgeted results
included in the current years projections, and the
reasonableness of the future cash flow projections.

- Evaluation of the Environment impact assessment
and developments in obtaining appropriate Forest
Clearance from MoEFCC by ESL Steel Limited,
including examining of external legal opinions.

- Test of accuracy of the deductions availed under the
Income Tax Act included in the tax computation.

- Test of the computation of the amounts recognized
as deferred tax assets.

- Test of the mathematical accuracy of the model.

- Assessment of the competence, capability and
objectivity of experts engaged by management
for preparation of estimates used in model;
through understanding their relevant professional
qualifications and experience.

• We have also involved experts, as principal auditor, to
evaluate the key assumptions evaluated by component
auditors, in accordance with SA 600.

• Assessed the disclosures made by the Group in this
regard.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the consolidated financial statements and our auditor’s 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 Company’s 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.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise 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 management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditor’s 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 auditor’s 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 auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

(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 auditor’s reports have been furnished to us by the ve not been management. The consolidated financial statements also include the Group’s 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 Company’s 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 Company’s 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 Group’s 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 group’s 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 (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, 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 Group’s 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 Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us :

i. The 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 auditor’s 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 Auditor’s 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.

Management’s 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 company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Holding

Company’s 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 auditor’s 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 company’s 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 company’s 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 company’s 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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